0001558370-23-002238 | 10-K | XBRL Viewer

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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2022	Feb. 23, 2023	Jun. 30, 2022
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Document Transition Report	false
Entity File Number	001-38916
Entity Registrant Name	BICYCLE THERAPEUTICS PLC
Entity Incorporation, State or Country Code	X0
Entity Tax Identification Number	00-0000000
Entity Address, Address Line One	Blocks A & B, Portway Building, Granta Park
Entity Address, City or Town	Great Abington, Cambridge
Entity Address, Country	GB
Entity Address, Postal Zip Code	CB21 6GS
City Area Code	+44
Local Phone Number	1223 261503
Entity Well Known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		30,021,071
Entity Public Float			$ 489,652,180
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Entity Central Index Key	0001761612
Amendment Flag	false
Auditor Name	PricewaterhouseCoopers LLP
Auditor Location	Cambridge, United Kingdom
Auditor Firm ID	876
Ordinary Shares
Document Information [Line Items]
Title of 12(b) Security	Ordinary shares, nominal value £0.01 per share*
No Trading Symbol Flag	true
Security Exchange Name	NASDAQ
American Depositary Shares
Document Information [Line Items]
Title of 12(b) Security	American Depositary Shares, each representing one ordinary share, nominal value £0.01 per share
Trading Symbol	BCYC
Security Exchange Name	NASDAQ

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 339,154	$ 438,680
Accounts receivable	2,045	1,000
Prepaid expenses and other current assets	9,022	7,965
Research and development incentives receivable	19,162	10,910
Total current assets	369,383	458,555
Property and equipment, net	19,110	3,123
Operating lease right-of-use assets	13,658	14,666
Other assets	8,458	3,448
Total assets	410,609	479,792
Current liabilities:
Accounts payable	6,472	2,721
Accrued expenses and other current liabilities	26,452	14,244
Deferred revenue, current portion	20,418	19,273
Total current liabilities	53,342	36,238
Long-term debt, net of discount	30,315	29,873
Operating lease liabilities, net of current portion	10,885	12,081
Deferred revenue, net of current portion	41,455	52,067
Other long-term liabilities	3,829	3,279
Total liabilities	139,826	133,538
Commitments and contingencies (Note 11)
Shareholders' equity:
Ordinary shares, £0.01 nominal value; 57,820,181 and 55,295,420 shares authorized at December 31, 2022 and December 31, 2021, respectively; 29,873,893 and 29,579,364 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively	387	384
Additional paid-in capital	601,105	567,637
Accumulated other comprehensive income (loss)	387	(3,388)
Accumulated deficit	(331,096)	(218,379)
Total shareholders' equity	270,783	346,254
Total liabilities and shareholders' equity	$ 410,609	$ 479,792

Consolidated Balance Sheets (Parenthetical) - £ / shares	Dec. 31, 2022	Dec. 31, 2021
Consolidated Balance Sheets
Ordinary shares, nominal value	£ 0.01	£ 0.01
Ordinary shares, shares authorized	57,820,181	55,295,420
Ordinary shares, shares issued	29,873,893	29,579,364
Ordinary shares, shares outstanding	29,873,893	29,579,364

Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Consolidated Statements of Operations and Comprehensive Loss
Collaboration revenues	$ 14,463	$ 11,697	$ 10,390
Operating expenses:
Research and development	81,609	44,880	33,149
General and administrative	49,507	32,435	29,201
Total operating expenses	131,116	77,315	62,350
Loss from operations	(116,653)	(65,618)	(51,960)
Other income (expense):
Interest income	5,756	120	683
Interest expense	(3,344)	(2,984)	(457)
Total other income (expense), net	2,412	(2,864)	226
Net loss before income tax provision	(114,241)	(68,482)	(51,734)
Benefit from income taxes	(1,524)	(1,663)	(724)
Net loss	$ (112,717)	$ (66,819)	$ (51,010)
Net loss per share, basic	$ (3.80)	$ (2.67)	$ (2.66)
Net loss per share, diluted	$ (3.80)	$ (2.67)	$ (2.66)
Weighted average ordinary shares outstanding, basic	29,660,659	25,061,734	19,145,938
Weighted average ordinary shares outstanding, diluted	29,660,659	25,061,734	19,145,938
Comprehensives loss:
Net loss	$ (112,717)	$ (66,819)	$ (51,010)
Other comprehensive income (loss):
Foreign currency translation adjustment	3,775	(195)	(1,658)
Total comprehensive loss	$ (108,942)	$ (67,014)	$ (52,668)

Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Ordinary Shares Ionis Share Purchase Agreement	Ordinary Shares	Additional Paid-in Capital Ionis Share Purchase Agreement	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Ionis Share Purchase Agreement	Total
Beginning balance at Dec. 31, 2019		$ 227		$ 195,056	$ (1,535)	$ (100,550)		$ 93,198
Beginning balance (in shares) at Dec. 31, 2019		17,993,701
Increase (decrease) in shareholders' equity (deficit)
Issuance of ordinary shares upon exercise of warrants		$ 1						1
Issuance of ordinary shares upon exercise of warrants (in shares)		92,885
Issuance of ADSs upon exercise of share options		$ 1		270				271
Issuance of ADSs upon exercise of share options (in shares)		79,158
Issuance of ADSs, net of commissions and offering expenses		$ 37		48,107				48,144
Issuance of ADSs, net of commissions and offering expenses (in shares)		2,928,813
Share-based compensation expense				6,514				6,514
Foreign currency translation adjustment					(1,658)			(1,658)
Net loss						(51,010)		(51,010)
Ending balance at Dec. 31, 2020		$ 266		249,947	(3,193)	(151,560)		95,460
Ending balance (in shares) at Dec. 31, 2020		21,094,557
Increase (decrease) in shareholders' equity (deficit)
Issuance of ADSs upon exercise of share options		$ 10		7,173				7,183
Issuance of ADSs upon exercise of share options (in shares)		703,786
Issuance of ADSs, net of commissions and offering expenses	$ 4	$ 104	$ 7,554	290,880			$ 7,558	290,984
Issuance of ADSs, net of commissions and offering expenses (in shares)	282,485	7,498,536
Share-based compensation expense				12,083				12,083
Foreign currency translation adjustment					(195)			(195)
Net loss						(66,819)		(66,819)
Ending balance at Dec. 31, 2021		$ 384		567,637	(3,388)	(218,379)		$ 346,254
Ending balance (in shares) at Dec. 31, 2021		29,579,364						29,579,364
Increase (decrease) in shareholders' equity (deficit)
Issuance of ADSs upon exercise of share options		$ 1		988				$ 989
Issuance of ADSs upon exercise of share options (in shares)		78,074
Issuance of ADSs, net of commissions and offering expenses		$ 2		5,701				5,703
Issuance of ADSs, net of commissions and offering expenses (in shares)		181,455
Issuance of ADSs upon vesting of restricted share units (in shares)		35,000
Share-based compensation expense				26,779				26,779
Foreign currency translation adjustment					3,775			3,775
Net loss						(112,717)		(112,717)
Ending balance at Dec. 31, 2022		$ 387		$ 601,105	$ 387	$ (331,096)		$ 270,783
Ending balance (in shares) at Dec. 31, 2022		29,873,893						29,873,893

Consolidated Statements of Shareholders' Equity (Parenthetical) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Consolidated Statements of Shareholders' Equity
Offering expenses	$ 0.2	$ 16.1	$ 1.9

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net loss	$ (112,717)	$ (66,819)	$ (51,010)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense	26,779	12,083	6,514
Depreciation and amortization	3,689	1,409	1,277
Non-cash interest	442	468	78
Deferred income tax benefit	(4,976)	(1,668)	(673)
Changes in operating assets and liabilities:
Accounts receivable	(1,641)	4,543	(2,149)
Research and development incentives receivable	(9,707)	(1,866)	(1,786)
Prepaid expenses and other assets	(2,020)	(2,974)	502
Operating lease right-of-use assets	2,698	404	771
Accounts payable	2,561	1,196	(663)
Accrued expenses and other current liabilities	12,362	1,185	4,832
Operating lease liabilities	(2,114)	(582)	(621)
Deferred revenue	(2,135)	37,117	24,622
Other long-term liabilities	668	710	517
Net cash used in operating activities	(86,111)	(14,794)	(17,789)
Cash used in investing activities:
Purchases of property and equipment	(18,987)	(2,030)	(1,200)
Net cash used in investing activities	(18,987)	(2,030)	(1,200)
Cash flows from financing activities:
Proceeds from the issuance of ADSs, net of issuance costs	5,703	290,984	48,144
Issuance of ordinary shares pursuant to the Ionis share purchase agreement		7,558
Proceeds from the exercise of share options and sale of ordinary shares	989	7,183	271
Proceeds from the exercise of warrants			1
Proceeds from issuance of debt		15,000	15,000
Payments of debt issuance costs			(573)
Net cash provided by financing activities	6,692	320,725	62,843
Effect of exchange rate changes on cash and cash equivalents	(1,120)	(1,211)	19
Net (decrease) increase in cash and cash equivalents	(99,526)	302,690	43,873
Cash and cash equivalents at beginning of period	438,680	135,990	92,117
Cash and cash equivalents at end of period	339,154	438,680	135,990
Supplemental disclosure of cash flow information
Cash paid for interest	2,793	2,515	378
Cash paid for income taxes	2,228	73	124
Cash paid for amounts included in the measurement of operating lease liabilities	3,154	911	961
Purchases of property and equipment included in accounts payable and accrued expenses	1,564	324	109
Advance billings on deferred revenue included in accounts receivable			$ 3,000
Non-cash impact right-of-use asset and operating lease liabilities	$ 3,120	$ 13,846

Nature of the business and basis of presentation

12 Months Ended

Dec. 31, 2022

Nature of the business and basis of presentation

Nature of the business and basis of presentation

1. Nature of the business and basis of presentation

Bicycle Therapeutics plc (collectively with its subsidiaries, the “Company”) is a clinical-stage biopharmaceutical company developing a novel class of medicines, which the Company refers to as Bicycles, for diseases that are underserved by existing therapeutics. Bicycles are a unique therapeutic modality combining the pharmacology usually associated with a biologic with the manufacturing and pharmacokinetic properties of a small molecule. The Company’s initial internal programs are focused on oncology indications with high unmet medical need. The Company is evaluating BT5528, a second-generation Bicycle Toxin Conjugate (“BTC”) targeting Ephrin type-A receptor 2 (“EphA2”), in a Company-sponsored Phase I/II clinical trial, BT8009, a second-generation BTC^TM targeting Nectin-4, in a Company-sponsored Phase I/II clinical trial, and BT7480, a Bicycle tumor-targeted immune cell agonist^® (“Bicycle TICA^TM”) targeting Nectin-4 and agonizing CD137, in a Company-sponsored Phase I/II clinical trial. In addition, BT1718, a BTC that is being developed to target tumors that express Membrane Type 1 matrix metalloproteinase, is being investigated for safety, tolerability and efficacy in an ongoing Phase I/IIa clinical trial sponsored and fully funded by the Centre for Drug Development of Cancer Research UK. The Company’s discovery pipeline in oncology includes Bicycle-based systemic immune cell agonists and Bicycle TICAs. Beyond the Company’s wholly owned oncology portfolio, the Company is collaborating with biopharmaceutical companies and organizations in immuno-oncology, anti-infective, cardiovascular, ophthalmology, dementia, central nervous system, neuromuscular and respiratory indications.

The accompanying consolidated financial statements include the accounts of Bicycle Therapeutics plc and its wholly owned subsidiaries, BicycleTx Limited, BicycleRD Limited and Bicycle Therapeutics Inc. All intercompany balances and transactions have been eliminated on consolidation.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Company has reclassified the deferred income tax benefit within its consolidated statements of cash flows in prior periods to conform to current period presentation.

Liquidity

As of December 31, 2022, the Company had cash and cash equivalents of $339.2 million.

The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Since inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff and raising capital. The Company has funded its operations with proceeds from the sale of its ordinary shares and American Depositary Shares (“ADSs”), including in its initial public offering (“IPO”) completed in May 2019 and follow-on offering completed in October 2021 (Note 7), offerings pursuant to its at-the-market offering program (“ATM”) program, prior to its IPO convertible preferred shares, proceeds received from its collaboration arrangements (Note 9) and proceeds from the Loan Agreement with Hercules Capital, Inc. (“Hercules”) (Note 6). The Company has incurred recurring losses since inception, including net losses of $112.7 million for the year ended December 31, 2022, $66.8 million for the year ended December 31, 2021 and $51.0 million for the year ended December 31, 2020. As of December 31, 2022, the Company had an accumulated deficit of $331.1 million. The Company expects to continue to generate operating losses in the foreseeable future. The Company expects that its cash will be sufficient to fund its operating expenses and capital expenditure requirements through at least twelve months from the issuance date of these annual consolidated financial statements.

The Company expects its expenses to increase substantially in connection with ongoing activities, particularly as the Company advances its preclinical activities and clinical trials for its product candidates in development. Accordingly, the Company will need to obtain additional funding in connection with continuing operations. If the Company is unable to raise funding when needed, or on attractive terms, it could be forced to delay, reduce or eliminate

its research or drug development programs or any future commercialization efforts. There is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all.

The Company is subject to risks common to companies in the biotechnology industry, including but not limited to, risks of delays in initiating or continuing research programs and clinical trials, risks of failure of preclinical studies and clinical trials, the need to obtain marketing approval for any drug product candidate that it may identify and develop, the need to successfully commercialize and gain market acceptance of its product candidates, if approved, dependence on key personnel and collaboration partners, protection of proprietary technology, compliance with government regulations, development by competitors of technological innovations, and the ability to secure additional capital to fund operations. Product candidates currently under development will require significant additional research and development efforts, including preclinical and clinical testing and regulatory approval prior to commercialization. Even if the Company’s research and development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

Summary of significant accounting policies

12 Months Ended

Dec. 31, 2022

Summary of significant accounting policies

Summary of significant accounting policies

2. Summary of significant accounting policies

Use of estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, revenue recognition, share-based compensation expense, valuation of right-of-use assets and liabilities and income taxes, including the valuation allowance for deferred tax assets. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Estimates are periodically reviewed in light of reasonable changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates or assumptions.

Significant risks and uncertainties

The Company currently operates in a period of economic uncertainty which has been significantly impacted by the ongoing COVID-19 pandemic, domestic and global monetary and fiscal policy, geopolitical instability, the ongoing war in Ukraine, rising inflation and interest rates, and fluctuations in monetary exchange rates. While the Company has experienced limited financial impacts at this time, the Company continues to monitor these factors and events and the potential effects each may have on the Company’s business, financial condition, results of operations and growth prospects.

Foreign currency and currency translation

The reporting currency of the Company is the U.S. Dollar (“USD”). The functional currency of Bicycle Therapeutics plc’s wholly owned non-U.S. subsidiaries, BicycleTx Limited and BicycleRD Limited, is the British Pound Sterling, and the functional currency of its U.S. subsidiary, Bicycle Therapeutics Inc., is the USD. The functional currency of the Company’s subsidiaries is the same as the local currency. Monetary assets and liabilities denominated in foreign currencies are remeasured into the functional currency at rates of exchange prevailing at the balance sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are remeasured into the functional currency at the exchange rates prevailing at the date of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net loss for the respective periods. Adjustments that arise from exchange rate changes on transactions denominated in a currency other than the local currency are included in general and administrative expense in the consolidated statements of operations and comprehensive loss as incurred. The Company recorded a foreign exchange loss of $0.6 million for the year ended December 31, 2022, and foreign exchange gains of $0.4 million and $0.6 million for the years ended December 31, 2021 and 2020, respectively.

The Company translates the assets and liabilities of its non-U.S. subsidiaries into USD at the exchange rate in effect on the balance sheet date. Revenues and expenses are translated at the average exchange rate in effect during the period. Unrealized translation gains and losses are recorded as a cumulative translation adjustment, which is included in the consolidated statements of shareholders’ equity as a component of accumulated other comprehensive loss.

Concentrations of credit risk and of significant suppliers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company deposits its cash in financial institutions in amounts that may exceed federally insured limits and has not experienced any losses on such accounts. The Company does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

As of December 31, 2022 and 2021, accounts receivable consists of amounts due under the Company’s collaboration agreements with Ionis Pharmaceuticals, Inc. (“Ionis”) and Genentech, Inc. (“Genentech”) for which the Company does not obtain collateral. For the years ended December 31, 2022, 2021, and 2020, the Company’s revenue has primarily been generated from collaboration agreements with Ionis, Genentech, AstraZeneca AB (“AstraZeneca”), and Oxurion (Note 9).

The Company relies, and expects to continue to rely, on a small number of vendors to manufacture supplies and raw materials for its development programs. These programs could be adversely affected by a significant interruption in these manufacturing services or the availability of raw materials.

Cash and cash equivalents

The Company considers all highly liquid investments that are readily convertible to known amounts of cash with original maturities of three months or less at date of purchase to be cash equivalents. The Company had cash equivalents of $276.1 million and $100.0 million at December 31, 2022 and 2021, respectively.

Accounts receivable

The Company makes judgments as to its ability to collect outstanding receivables and estimates credit losses at the reporting date resulting from the inability of its customers to make required payments. Provisions are made based upon a specific review of all significant outstanding invoices and the overall quality and age of those invoices. To date, the Company has not had any write-offs of bad debt, and the Company did not have an allowance for credit losses as of December 31, 2022 and 2021.

Deferred offering costs

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in shareholders’ equity as a reduction of proceeds generated as a result of the offering. Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations and comprehensive loss.

Property and equipment

Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful lives of the respective assets as follows:


		Estimated Useful Life
Laboratory equipment		3 to 5 years
Leasehold improvements		Lesser of lease term or useful life
Computer equipment and software		3 years
Furniture and office equipment		3 to 5 years

Costs for property and equipment not yet placed into service are capitalized as construction-in-progress and depreciated in accordance with the above guidelines once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. To date, there have been no significant asset retirements. Expenditures for repairs and maintenance are charged to expense as incurred.

Impairment of long-lived assets

Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. To date, the Company has not recorded any material impairment losses on long-lived assets.

Fair value measurements

Certain of the Company’s assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

●

Level 1 — Quoted prices in active markets for identical assets or liabilities.

●

Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

●

Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The carrying values of accounts receivable, research and development incentives receivable, prepaid expenses and other current assets, accounts payable and accrued expenses and other current liabilities approximate their fair values due to the short-term nature of these assets and liabilities. As of December 31, 2022 and 2021, the carrying value of the

long-term debt approximates its fair value, which was determined using unobservable Level 3 inputs, including quoted interest rates from a lender for borrowings with similar terms. As of December 31, 2022 and 2021, there were no assets or liabilities measured at fair value on a recurring basis.

Debt issuance costs

Debt issuance costs consist of certain third-party legal expenses and payments made to secure commitments under certain debt financing arrangements. These amounts are recognized as interest expense over the period of the financing arrangement.

Segment and geographic information

Operating segments are defined as components of a business for which separate discrete financial information is available for evaluation by the chief operating decision maker in deciding how to allocate resources and assess performance. The Company and its chief operating decision maker, the Company’s Chief Executive Officer, view the Company’s operations and manages its business as a single operating segment, which is developing a unique class of chemically synthesized medicines based on its proprietary platform.

The Company operates in two geographic regions: the United Kingdom and the United States.

Leases

Leases are accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”). The Company determines if an arrangement is a lease at inception. Assets and liabilities related to operating leases are included in operating lease right of use (“ROU”) assets, other current liabilities, and operating lease liabilities in the Company’s consolidated balance sheet. The Company has not entered into any finance leases.

ROU assets represent the Company’s right to use and control an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized on the lease commencement date based on the present value of lease payments over the lease term. The ROU asset also includes lease payments made before the lease commencement date and excludes any lease incentives. The Company identifies and assesses the following significant assumptions in recognizing the ROUA assets and corresponding lease liabilities:

●

Expected lease term – The expected lease term includes both contractual lease periods and, when applicable, periods covered by an option to extend the lease when it is reasonably certain that the Company will exercise the extension option, or cancelable option periods when it is reasonably certain that the Company would not exercise such cancelation option.

●

Incremental borrowing rate – As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments. As the Company does not have any external borrowings for comparable terms of its leases, the Company estimates the incremental borrowing rate by comparing interest rates available in the market for similar borrowings and third-party quotations.

●

Lease and non-lease components – The components of a lease shall be split into three categories, if applicable: lease components (e.g., land, building, etc.), non-lease components (e.g., common area maintenance, maintenance, consumables, etc.) and non-components (e.g., property taxes, insurance, etc.). The fixed and in-substance fixed contract consideration (including any related to non-components) must then be allocated based on fair values to the lease components and non-lease components. The Company’s facilities operating leases may have both lease components and non-lease components for which the Company has elected to apply the

practical expedient to account for each lease component and related non-lease component as one single component. The lease component results in a ROU asset being recorded on the balance sheet.

Lease expense for lease payments is considered operating lease cost and is recognized on a straight-line basis over the lease term. Variable payments for other operating costs, which may be billed based on both usage and as a percentage of the Company’s share of total square footage, are considered variable lease cost and are recognized in the period in which the costs are incurred. Operating and variable lease cost are recorded as a component of research and development expenses and general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Revenue recognition

The Company’s revenues are generated primarily through collaborative arrangements and license agreements with pharmaceutical companies. The terms of these arrangements may include (i) performing research and development services using the Company’s bicyclic peptide screening platform with the goal of identifying compounds for further development and commercialization, (ii) the transfer of intellectual property rights (licenses), or (iii) options to obtain additional research and development services or licenses for additional targets, or to optimize product candidates, upon the payment of option fees.

The terms of these arrangements typically include payment to the Company of one or more of the following: non-refundable, upfront license fees; payments for research and development services; fees upon the exercise of options to obtain additional services or licenses; payments based upon the achievement of defined collaboration objectives; future regulatory and sales-based milestone payments; and royalties on net sales of future products.

The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, and financial instruments.

Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services.

To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, it performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies the performance obligations. The Company only applies the five-step model to contracts when it is probable that the entity will collect substantially all of the consideration it is entitled to in exchange for the goods or services it transfers to the customer. As part of the accounting for these arrangements, the Company must make significant judgments, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each performance obligation.

Once a contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within the contract and determines those that are performance obligations. Arrangements that include rights to additional goods or services that are exercisable at a customer’s discretion are generally considered options. The Company assesses if these options provide a material right to the customer and if so, they are considered performance obligations.

Performance obligations are promised goods or services in a contract to transfer a distinct good or service to the customer. The promised goods or services in the Company’s contracts with customers primarily consist of license rights to the Company’s intellectual property, research and development services, options to acquire additional research and development services, and options to obtain additional licenses, such as a commercialization license for a potential product candidate. Promised goods or services are considered distinct when: (i) the customer can benefit from the good or service on its own or together with other readily available resources, and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct,

the Company considers factors such as the stage of development of the underlying intellectual property, the capabilities of the collaboration partner to develop the intellectual property on their own and whether the required expertise is readily available. In addition, the Company considers whether the customer can benefit from a promise for its intended purpose without the receipt of the remaining promises, whether the value of the promise is dependent on the unsatisfied promises, whether there are other vendors that could provide the remaining promises, and whether it is separately identifiable from the remaining promises.

The Company estimates the transaction price based on the amount of consideration the Company expects to receive for transferring the promised goods or services in the contract. The consideration may include both fixed consideration and variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of the potential payments and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected value method to estimate variable consideration to include in the transaction price based on which method better predicts the amount of consideration expected to be received. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, the Company re-evaluates the estimated variable consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. The initial transaction price of a contract does not include amounts associated with customer option payments.

After the transaction price is determined, it is allocated to the identified performance obligations based on the estimated standalone selling price. The Company must develop assumptions that require judgment to determine the standalone selling price for each performance obligation identified in the contract. The Company utilizes key assumptions to determine the standalone selling price, which may include other comparable transactions, pricing considered in negotiating the transaction, probabilities of technical and regulatory success and the estimated costs. Certain variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated to each performance obligation are consistent with the amounts the Company would expect to receive for each performance obligation.

The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) each performance obligation is satisfied at a point in time or over time, and if over time based on the use of an input method.

Licenses of intellectual property: If a license to the Company’s intellectual property is determined to be distinct from the other promises or performance obligations identified in the contract, the Company recognizes revenue from portion of the transaction price allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are combined with other promises, such as research and development services and a research license, the Company utilizes judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. The measure of progress, and thereby periods over which revenue should be recognized, are subject to estimates by management and may change over the course of the arrangement.

Research and development services: The promises under the Company’s collaboration agreements may include research and development services to be performed by the Company on behalf of the partner. Payments or reimbursements resulting from the Company’s research and development efforts are recognized as the services are performed and presented on a gross basis because the Company is the principal for such efforts.

Customer options: A customer’s rights to choose, at its discretion, to make a payment for additional goods or services is generally considered an option. If the Company is not presently obligated to provide, and does not have a right to consideration for delivering additional goods or services, the item is considered an option. The Company evaluates the customer options for material rights, such as the ability to acquire additional goods or services for free or at

a discount. Optional future services that reflect their standalone selling prices do not provide the customer with a material right and, therefore, are not considered performance obligations and are accounted for as separate contracts. If optional future services include a material right, they are accounted for as performance obligations. The Company determines an estimated standalone selling price of any material rights for the purpose of allocating the transaction price. The Company considers factors such as the identified discount and the probability that the customer will exercise the option. Amounts allocated to a material right are not recognized as revenue until, at the earliest, the option is exercised or expires.

Milestone payments: The Company’s collaboration agreements may include development and regulatory milestones. The Company evaluates whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction price using the most likely amount method. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone in making this assessment. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. At the end of each reporting period, the Company re-evaluates the probability of achievement of such milestones and any related constraint, and if necessary, adjusts the estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenue and net loss in the period of adjustment. Milestone payments that may only be achieved after the exercise of a customer option are excluded from the initial determination of the transaction price.

Royalties: For sales-based royalties, including milestone payments based on the level of sales, the Company determines whether the sole or predominant item to which the royalties relate is a license. When the license is the sole or predominant item to which the sales-based royalty relates, the Company recognizes revenue at the later of: (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any sales-based royalty revenue resulting from the Company’s collaboration agreements.

The Company receives payments from customers based on billing schedules established in each contract. Up-front payments and fees are recorded as deferred revenue upon receipt or when due until the Company performs its obligations under these arrangements. Amounts are recorded as accounts receivable when the Company’s right to consideration is unconditional, such as when the Company has a contractual right to payment per the terms of the contract.

For a complete discussion of accounting for collaboration revenues, see Note 9, “Significant agreements.”

Government grants

From time to time, the Company may enter into arrangements with governmental entities for the purposes of obtaining funding for research and development activities. The Company is reimbursed for costs incurred that are associated with specified research and development activities included in the grant application approved by the government authority. The Company recognizes government grant funding in the consolidated statements of operations and comprehensive loss as the related expenses being funded are incurred. The Company classifies government grants received under these arrangements as a reduction to the related research and development expense incurred, and accrued but unpaid grant income is included in other current assets. The Company analyzes each arrangement on a case-by-case basis, and income is recognized when the Company concludes that it has reasonable assurance that it will comply with the conditions attached to the grant and the expenses have been incurred. There are no significant performance criteria other than to maintain satisfactory progress on the specified project, and there are no significant acceptance or recapture provisions associated with the government grants for the years ended December 31, 2022, 2021 and 2020, respectively. For the years ended December 31, 2022, 2021 and 2020, the Company recognized $1.5 million, $3.0 million, and $0.7 million, respectively, as a reduction of research and development expense related to government grant arrangements. As of December 31, 2022, the Company has approximately $1.1 million of government grant funding remaining for future cost reimbursement through February of 2024.

Research and development costs

Research and development costs are expensed as incurred. Research and development costs consist of costs incurred in performing research and development activities, including salaries, share-based compensation and benefits, travel, facilities costs, depreciation, materials and laboratory supplies, and external costs of outside vendors engaged to conduct preclinical development and clinical development activities, as well as to manufacture clinical trial materials. Facilities costs primarily include the allocation of rent and utilities.

Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized until the related goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered, or the services rendered.

Research and manufacturing contract costs and accruals

The Company has entered into various research and development and manufacturing contracts, including contracts with respect to preclinical studies and clinical trials, with companies both inside and outside of the United States. These agreements are generally cancelable with 90 days or less notice, and related costs are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the research and development and manufacturing activities, including the phase or completion of events, invoices received and contracted costs. Significant judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs.

Research and development incentives and receivable

The Company, through its subsidiaries in the United Kingdom, receives reimbursements of certain research and development expenditures as part of a United Kingdom government’s research and development tax reliefs program. Under the program, the Company is able to surrender trading losses that arise from qualifying research and development expenses incurred by the Company’s subsidiaries in the United Kingdom for a tax credit of up to 14.5% of the surrenderable losses, subject to certain limitations.

Management has assessed the Company’s research and development activities and expenditures to determine which activities and expenditures are likely to be eligible under the research and development incentive program described above. At each period end, management estimates the reimbursement available to the Company based on available information at the time.

The Company recognizes income from the research and development incentives when the relevant expenditure has been incurred, the associated conditions have been satisfied and there is reasonable assurance that the reimbursement will be received. The Company records these research and development incentives as a reduction to research and development expenses in the statements of operations and comprehensive loss, as the research and development tax credits are not dependent on us generating future taxable income, the Company’s ongoing tax status, or tax position. The research and development incentives receivable represent an amount due in connection with the above program. The Company recorded a reduction to research and development expense of $19.3 million, $10.8 million and $8.4 million during the years ended December 31, 2022, 2021 and 2020, respectively.

Patent costs

All patent-related costs incurred in connection with preparing, filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Share-based compensation

The Company measures all equity awards granted to employees and directors based on the fair value on the date of grant. Compensation expense of those awards is recognized over the requisite service period, which is generally the vesting period of the respective award. The Company records the expense for awards with only service-based vesting conditions using the straight-line method. The Company accounts for forfeitures as they occur.

For share-based awards granted to non-employee consultants, the measurement date is the date of grant. The compensation expense is then recognized over the requisite service period, which is the vesting period of the respective award, without subsequent changes in the fair value of the award.

The fair value of each restricted share award is based on the fair value of the Company’s shares, less any applicable purchase price. The fair value of each share option is estimated using the Black-Scholes option-pricing model, which requires inputs based on certain subjective assumptions, including the fair value of shares, the expected share price volatility, the expected term of the award, the risk-free interest rate and expected dividends.

Previously, due to a lack of company-specific historical volatility data, the Company’s expected volatility was calculated based on reported volatility data for a representative group of publicly traded companies for which historical information was available. The historical volatility was calculated based on a period of time commensurate with the assumption used for the expected term. During 2022, the Company began to estimate its volatility by using a blend of its stock price history for the length of time it has market data for its stock and the historical volatility of similar public companies for the expected term of each grant. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant commensurate with the expected term assumption. The Company uses the simplified method, under which the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term. The Company utilizes this method due to the lack of historical exercise data and the plain nature of its share-based awards. The Company uses the remaining contractual term for the expected life of non-employee awards. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on ordinary shares.

The Company classifies share-based compensation expense in its consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll or service costs are classified.

Comprehensive loss

Comprehensive loss includes net loss as well as other changes in shareholders’ equity that result from transactions and economic events other than those with shareholders. The Company records unrealized gains and losses related to foreign currency translation as a component of other comprehensive loss in the consolidated statements of operations and comprehensive loss.

Contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential loss range is probable and reasonably estimable under the provisions of ASC Topic 450, Contingencies. The Company expenses costs as incurred in relation to such legal proceedings as general and administrative expense within the consolidated statements of operations and comprehensive loss.

Income taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on

the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that will more likely than not be realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties.

Net loss per share

Basic net loss per share is computed by dividing the net loss by the weighted average number of ordinary shares outstanding for the period. Diluted net loss is computed by adjusting net loss to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share is computed by dividing the diluted net loss by the weighted average number of ordinary shares outstanding for the period, including potential dilutive ordinary shares assuming the dilutive effect of ordinary share equivalents. In periods in which the Company reported a net loss, diluted net loss per share is the same as basic net loss per share, since dilutive ordinary shares are not assumed to have been issued if their effect is anti-dilutive.

Recently adopted accounting pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The standard amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. For trade receivables, loans and held-to-maturity debt securities, companies will be required to recognize an allowance for credit losses rather than reducing the carrying value of the asset. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates to amend the effective date of ASU 2016-13, for entities eligible to be “smaller reporting companies,” as defined by the SEC, to be effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU 2016-13 as of January 1, 2022, on a prospective basis. The adoption did not have a material impact on the Company’s consolidated financial statements.

In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), which requires additional disclosures regarding the nature and terms of government assistance. ASU No. 2021-10 was effective for financial statements issued for annual periods beginning after December 15, 2021. The adoption of ASU 2021-10 did not have a material impact on the Company’s consolidated financial statements.

Fair value of financial assets and liabilities

12 Months Ended

Dec. 31, 2022

Fair value of financial assets and liabilities

Fair value of financial assets and liabilities

3. Fair value of financial assets and liabilities

At December 31, 2022 and 2021, the Company had cash equivalents of $276.1 million and $100.0 million, respectively, consisting of a 30-day term deposit, which is considered a Level 1 asset.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Property and equipment, net

12 Months Ended

Dec. 31, 2022

Property and equipment, net

Property and equipment, net

4. Property and equipment, net

Property and equipment, net consisted of the following (in thousands):


	December 31,
	2022		2021
Laboratory equipment	$	14,872	$	6,746
Leasehold improvements		10,736		809
Computer equipment and software		441		143
Furniture and office equipment		924		225
		26,973		7,923
Less: Accumulated depreciation and amortization		(7,863)		(4,800)
	$	19,110	$	3,123

As of December 31, 2022, approximately $2.3 million of laboratory equipment was not yet placed in service. Depreciation expense was $3.7 million, $1.4 million and $1.3 million for the years ended December 31, 2022, 2021 and 2020, respectively.

Accrued expenses and other current liabilities

12 Months Ended

Dec. 31, 2022

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities

5. Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	December 31,
	2022		2021
Accrued employee compensation and benefits	$	9,928	$	6,429
Accrued external research and development expenses		10,859		3,980
Accrued professional fees		1,068		882
Current portion of operating lease liabilities		3,125		2,383
Other		1,472		570
	$	26,452	$	14,244

Long-term debt

12 Months Ended

Dec. 31, 2022

Long-term debt

Long-term debt

6. Long-term debt

On September 30, 2020 (the “Closing Date”), Bicycle Therapeutics plc and its subsidiaries (the “Borrowers”) entered into a loan and security agreement (the “Loan Agreement”) with Hercules, which provided for aggregate maximum borrowings of up to $40.0 million, consisting of (i) a term loan of $15.0 million, which was funded on the Closing Date, (ii) subject to customary conditions, an additional term loan of up to $15.0 million available from the Closing Date through March 15, 2021, and (iii) subject to the Borrowers achieving certain performance milestones and satisfying customary conditions and available until March 15, 2022, an additional term loan of $10.0 million.

On March 10, 2021 (“the Amendment Closing Date”), the Borrowers entered into the First Amendment to the Loan and Security Agreement (the “First Amendment to LSA”) with Hercules, in its capacity as administrative agent and collateral agent, and the lenders named in the First Amendment to LSA. Pursuant to the First Amendment to LSA, payments on borrowings under the Company’s debt facility with Hercules were interest-only until the first payment was due on August 1, 2023, which date was extended from November 1, 2022, followed by equal monthly payments of principal and interest through the scheduled maturity date on October 1, 2024 (the “Maturity Date”). If the Company achieved certain performance milestones, the interest-only period could be extended, with the first principal payment due on February 1, 2024, which date was extended from May 1, 2023. On the Amendment Closing Date and pursuant to the terms of the First Amendment to LSA, the Company borrowed the additional term loan of $15.0 million that had been available from September 30, 2020 to March 15, 2021. In November 2021, the performance milestones were achieved, and the interest only period was extended until February 1, 2024. On March 15, 2022, the additional term loan of $10.0 million expired unexercised.

During 2020 and 2021, borrowings under the Loan Agreement bore interest at an annual rate equal to the greater of (i) 8.85% or (ii) 5.60% plus The Wall Street Journal prime rate. On July 15, 2022, the Borrowers entered into the Second Amendment to the Loan and Security Agreement (the “Second Amendment to LSA”) with Hercules. Pursuant to the Second Amendment to LSA, the rate at which the borrowings under the Loan Agreement bear interest was decreased and capped. Under the Second Amendment, interest is paid at an annual rate of the Wall Street Journal prime rate plus 4.55%, with a minimum annual rate of at least 8.05%, capped at a rate no greater than 9.05%. In addition, among other amendments, the Second Amendment extended the interest-only period to April 1, 2025, extended the Maturity Date to July 1, 2025, and provided the Borrowers, at their request, the potential for additional term loans, subject to satisfaction of customary conditions, in an aggregate principal amount of up to $45.0 million, and as such the aggregate maximum borrowings under the Loan Agreement increased to $75.0 million.

At the Borrowers’ option, the Borrowers may prepay all or any portion greater than $5.0 million of the outstanding borrowings, subject to a prepayment premium equal to (i) 1.5% of the principal amount outstanding if the prepayment occurs after the first anniversary of the Closing Date but on or prior to December 31, 2023, and (ii) 1.0% of the principal amount outstanding if the prepayment occurs thereafter but prior to the Maturity Date. The Loan Agreement also provides for an end of term charge (the “End of Term Charge”), payable upon maturity or the repayment of obligations under the Loan Agreement, equal to 5.0% of the principal amount repaid. Borrowings under the Loan Agreement are collateralized by substantially all of the Borrower’s personal property and other assets, other than their intellectual property. Hercules has a perfected first-priority security interest in certain cash accounts. The Loan Agreement contains customary affirmative and restrictive covenants and representations and warranties, including a covenant against the occurrence of a change in control, as defined in the agreement. There are no financial covenants. The Loan Agreement also includes customary events of default, including payment defaults, breaches of covenants following any applicable cure period, cross acceleration to third-party indebtedness, certain events relating to bankruptcy or insolvency, and the occurrence of certain events that could reasonably be expected to have a material adverse effect. Upon the occurrence of an event of default, a default interest rate of an additional 5.0% may be applied to the outstanding principal and interest payments due, and Hercules may declare all outstanding obligations immediately due and payable and take such other actions as set forth in the Loan Agreement. The Company has determined that the risk of subjective acceleration under the material adverse events clause is not probable and therefore has classified the outstanding principal in long-term liabilities based on scheduled principal payments.

The Company incurred fees and transaction costs totaling $0.6 million associated with the initial term loan, which are recorded as a reduction to the carrying value of the long-term debt in the consolidated balance sheets. The fees, transaction costs, and the End of Term Charge are amortized to interest expense through the Maturity Date using the effective interest method. The Company evaluated the First Amendment to LSA and the Second Amendment to LSA and concluded that these amendments represent modifications to the Loan Agreement, and as such, the fees and transaction costs associated with the term loan will continue to be amortized to interest expense through the Maturity Date. The effective interest rate of the Hercules borrowings was 10.8% at December 31, 2022.

The Company assessed all terms and features of the Loan Agreement in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the debt. The Company determined that all features of the Loan Agreement are clearly and closely associated with a debt host and, as such, do not require separate accounting as a derivative liability. Interest expense associated with the Loan Agreement for the years ended December 31, 2022, 2021 and 2020 was $3.2 million, $2.9 million and $0.4 million, respectively.

Long-term debt consisted of the following (in thousands):


	December 31,		December 31,
	2022		2021
Term loan payable	$	30,000	$	30,000
End of term charge		682		376
Unamortized debt issuance costs		(367)		(503)
Carrying value of term loan	$	30,315	$	29,873

Future principal payments, including the End of Term Charge, are as follows (in thousands):



Year Ending December 31,
2023	$	—
2024		—
2025		31,500
Total	$	31,500

In addition, the Company granted Hercules the right to purchase up to an aggregate of $2.0 million of the Company’s equity securities sold to investors in certain subsequent financings upon the same terms and conditions afforded to such other investors. On October 1, 2020, Hercules purchased 98,100 ADSs, representing the same number of ordinary shares, at a public offering price of $19.05 per ADS ordinary share pursuant to the Sales Agreement, resulting in net proceeds of $1.8 million.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
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-Section 50
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+ Details

Ordinary shares

12 Months Ended

Dec. 31, 2022

Ordinary shares.

Ordinary shares

7. Ordinary shares

Each holder of ordinary shares is entitled to one vote per ordinary share and to receive dividends when and if such dividends are recommended by the board of directors and declared by the shareholders. Holders of ADSs are not treated as holders of the Company’s ordinary shares, unless they withdraw the ordinary shares underlying their ADSs in accordance with the deposit agreement and applicable laws and regulations. The depositary is the holder of the ordinary shares underlying the ADSs. Holders of ADSs therefore do not have any rights as holders of the Company’s ordinary shares, other than the rights that they have pursuant to the deposit agreement with the depositary. As of December 31, 2022 and 2021, the Company had not declared any dividends.

As of December 31, 2022 and 2021, the Company’s authorized capital share consisted of 57,820,181 and 55,295,420 ordinary shares, respectively, with a nominal value of £0.01 per share. Authorized share capital, or shares authorized, comprises (i) the currently issued and outstanding ordinary shares, (ii) the remaining ordinary shares available for allotment under the existing authority granted to the Board at the annual general meeting held on June 28, 2021, (iii) ordinary shares issuable on the exercise of outstanding options, and (iv) ordinary shares reserved for issuance under the Bicycle Therapeutics plc 2020 Equity Incentive Plan and/or the Bicycle Therapeutics plc 2019 Employee Share Purchase Plan.

On June 5, 2020, the Company entered into a Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. and Oppenheimer & Co. Inc. (the “Sales Agents”) with respect to an ATM program pursuant to which the Company may offer and sell through the Sales Agents, from time to time at the Company’s sole discretion, American Depositary Shares (“ADSs”), each ADS representing one ordinary share. During the year ended December 31, 2022, the Company issued and sold 181,455 ADSs, representing the same number of ordinary shares for gross proceeds of $5.9 million, resulting in net proceeds of $5.7 million after deducting sales commissions and offering expenses of $0.2 million. During the year ended December 31, 2021, the Company issued and sold 3,771,684 ADSs, representing the same number of ordinary shares for gross proceeds of $105.8 million, resulting in net proceeds of $102.6 million after deducting sales commissions and offering expenses of $3.2 million. During the year ended December 31, 2020, the Company issued and sold 2,928,813 ADSs, representing the same number of ordinary shares for gross proceeds of $50.0 million, resulting in net proceeds of $48.1 million after deducting sales commissions and offering expenses of $1.9 million.

On July 9, 2021, the Company entered into a share purchase agreement (the “Ionis Share Purchase Agreement”) with Ionis, pursuant to which Ionis purchased 282,485 of the Company’s ordinary shares (the “Ionis Shares”) at a price per share of $38.94, for an aggregate purchase price of approximately $11.0 million. The Company determined the fair value of the Ionis Shares to be $7.6 million, based on the closing price of the Company’s ADSs of $31.11 per ADS on the date of the Ionis Share Purchase Agreement, less a discount for lack of marketability associated with resale restrictions applicable to the Ionis Shares, which was recorded as a component of shareholders’ equity. The Company

concluded that the premium paid by Ionis under the Ionis Share Purchase Agreement represents additional consideration for the goods and services to be provided under the Ionis Collaboration Agreement (Note 9).

On October 15, 2021, the Company issued and sold 3,726,852 ADSs, representing the same number of ordinary shares, at a price to the public of $54.00 per ADS, resulting in gross proceeds of $201.3 million before deducting underwriting discounts, commissions and offering expenses, for net proceeds for $188.4 million.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Share-based compensation

12 Months Ended

Dec. 31, 2022

Share-based compensation

Share-based compensation

8. Share-based compensation

Employee incentive pool

2020 Equity Incentive Plan

In June 2020, the Company’s shareholders approved the Bicycle Therapeutics plc 2020 Equity Incentive Plan (the “2020 Plan”), under which the Company may grant market value options, market value stock appreciation rights or restricted shares, restricted share units (“RSUs”), performance RSUs and other share-based awards to the Company’s employees. The Company’s non-employee directors and consultants are eligible to receive awards under the 2020 Non-Employee Sub-Plan to the 2020 Plan. All awards under the 2020 Plan, including the 2020 Non-Employee Sub-Plan, will be set forth in award agreements, which will detail the terms and conditions of awards, including any applicable vesting and payment terms, change of control provisions and post-termination exercise limitations. In the event of a change of control of the Company, as defined in the 2020 Plan, any outstanding awards under the 2020 Plan will vest in full immediately prior to such change of control.

The Company initially reserved up to 4,773,557 ordinary shares for future issuance under the 2020 Plan, representing 574,679 new shares, 544,866 shares that remained available for future issuance under the Company’s 2019 Share Option Plan (the “2019 Plan”) immediately prior to the effectiveness of the 2020 Plan and up to 3,654,012 shares subject to options that were granted under the 2019 Plan and that were granted pursuant to option contracts granted prior to the Company’s IPO, in each case that expire, terminate, are forfeited or otherwise not issued from time to time, if any. On June 27, 2022, the Company’s shareholders approved an amendment to the 2020 Plan (the “Amendment”) which increased the number of ordinary shares reserved for future issuance by 750,000 shares. Additionally, the number of ordinary shares reserved for issuance pursuant to the 2020 Plan will automatically increase on the first day of January of each year, commencing on January 1, 2021, in an amount equal to 5% of the total number of the Company’s ordinary shares outstanding on the last day of the preceding year, or a lesser number of shares determined by the Company’s board of directors. Pursuant to this evergreen provision, on January 1, 2022, the number of shares reserved for issuance under the 2020 Plan was increased by 1,478,968 shares. The Amendment extended the final date upon which an “evergreen” increase may occur under this provision from January 1, 2030, to January 1, 2032. As of December 31, 2022, there were 1,082,274 shares available for issuance under the 2020 Plan. The number of shares reserved for issuance under the 2020 Plan was increased by 1,493,694 shares effective January 1, 2023.

Share options issued under the 2020 Share Option Plan have a 10-year contractual life, and generally vest over either a three-year service period for non-employee directors, or a four-year service period with 25% of the award vesting on the first anniversary of the commencement date and the balance thereafter in 36 equal monthly installments for employees and consultants. Certain options granted to the Company’s non-employee directors vest immediately upon grant.

In 2022, the Company granted RSUs to non-employee directors and certain employees under the 2020 Plan. Each RSU represents the right to receive one of the Company’s ordinary shares upon vesting. RSUs granted to employees generally vest over a four-year service period with 25% of the award vesting on the first anniversary of the vesting commencement date and the remaining RSUs vesting in 12 equal quarterly installments. Certain RSUs granted to the Company’s non-employee directors vest immediately upon grant.

As of December 31, 2022, there were options to purchase 3,172,533 shares and RSUs for 187,725 shares outstanding under the 2020 Plan.

2019 Share Option Plan

In May 2019, the Company adopted the 2019 Plan, which became effective in conjunction with the IPO. As of December 31, 2022, there were 2,133,437 options to purchase ordinary shares outstanding under the 2019 Plan. In conjunction with the adoption of the 2020 Plan, all shares available for future issuance under the 2019 Plan as of June 29, 2020 became available for issuance under the 2020 Plan and the Company ceased making awards under the 2019 Plan. The 2020 Plan is the successor of the 2019 Plan.

Share options previously issued under the 2019 Plan have a 10-year contractual life, and generally either vest monthly over a three-year service period, or over a four-year service period with 25% of the award vesting on the first anniversary of the commencement date and the balance thereafter in 36 equal monthly installments. Certain awards granted to the Company’s non-employee directors were fully vested on the date of grant. The exercise price of share options issued under the 2019 Plan is not less than the fair value of ordinary shares as of the date of grant.

Employee Share Purchase Plan (“ESPP”)

In May 2019, the Company adopted the 2019 Employee Stock Purchase Plan (the “ESPP”), which became effective in conjunction with the IPO. The Company initially reserved 215,000 ordinary shares for future issuance under this plan. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2020 and each January 1 thereafter through January 1, 2029, by the least of (i) 1% of the outstanding number of ordinary shares on the immediately preceding December 31; (ii) 430,000 ordinary shares or (iii) such lesser number of shares as determined by the Compensation Committee. The number of shares reserved under the ESPP is subject to adjustment in the event of a split-up, share dividend or other change in the Company’s capitalization. As of December 31, 2022, the total number of shares available for issuance under the ESPP was 901,675 shares. The number of shares reserved for issuance under the ESPP was increased by 298,738 shares effective January 1, 2023. As of December 31, 2022, there have been no offering periods to employees under ESPP.

Share-based compensation

The Company recorded share-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands):


	Year Ended
	December 31,
	2022		2021		2020
Research and development expenses	$	10,394	$	4,974	$	2,603
General and administrative expenses		16,385		7,109		3,911
	$	26,779	$	12,083	$	6,514

Share options

The following table summarizes the Company’s option activity since December 31, 2021:


	Number of			Weighted
	Shares	Weighted		Average	Aggregate
	Underlying	Average		Contractual	Intrinsic
	Share Options	Exercise Price		Term	Value
				(in years)	(in thousands)
Outstanding as of December 31, 2021	4,603,486	$	14.97	8.13	$	207,009
Granted	1,548,167		44.83	—		—
Exercised	(78,074)		12.67	—		—
Forfeited	(174,691)		27.92	—		—
Outstanding as of December 31, 2022	5,898,888	$	22.45	7.64	$	71,002
Vested and expected to vest as of December 31, 2022	5,898,888	$	22.45	7.64	$	71,002
Options exercisable as of December 31, 2022	3,352,315	$	13.93	6.87	$	55,749

The weighted average grant-date fair value of share options granted during the years ended December 31, 2022, 2021 and 2020 was $31.45 per share, $15.66 per share and $7.87 per share, respectively.

The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company’s ordinary shares. The aggregate intrinsic value of share options exercised during the years ended December 31, 2022, 2021 and 2020 was $1.5 million, $22.0 million and $1.3 million, respectively.

For the years ended December 31, 2022, 2021 and 2020, the Company recorded share-based compensation expense for share options granted of $21.9 million, $12.1 million and $6.5 million, respectively. Expense for non-employee consultants for each of the years ended December 31, 2022, 2021 and 2020, was immaterial.

The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the fair value of share options granted to employees and directors:


	Year Ended
	December 31,
	2022		2021		2020
Risk-free interest rate	2.2	%	0.6	%	1.3	%
Expected volatility	82.5	%	79.8	%	74.8	%
Expected dividend yield	—		—		—
Expected term (in years)	6.02		5.98		5.98

As of December 31, 2022, total unrecognized compensation expense related to the unvested employee and director share options was $50.1 million, which is expected to be recognized over a weighted average period of 2.8 years.

Restricted share units

The following table summarizes the Company’s RSU activity under the 2020 Plan since December 31, 2021:


	Number of Shares	Weighted-Average
	Underlying RSUs	Grant Date Fair Value
Unvested at December 31, 2021	—	$	—
Granted	222,725		60.86
Vested	(35,000)		60.86
Unvested at December 31, 2022	187,725	$	60.86

The fair value of RSUs that vested during the years ended December 31, 2022, 2021 and 2020 was $2.1 million, zero and zero, respectively.

Total share-based compensation expense for RSUs granted for the years ended December 31, 2022, 2021 and 2022 was $4.9 million, zero and zero, respectively. As of December 31, 2022, the total unrecognized compensation expense related to unvested RSUs was $8.6 million, which is expected to be recognized over a weighted-average period of 3.0 years.

Significant agreements

12 Months Ended

Dec. 31, 2022

Significant agreements

Significant agreements

9. Significant agreements

For the years ended December 31, 2022, 2021 and 2020, the Company recognized revenue for its collaborations with Ionis, Genentech, DDF, AstraZeneca, and Oxurion. The following table summarizes the revenue recognized in the Company’s consolidated statements of operations and comprehensive loss from these arrangements (in thousands):



	Year Ended
	December 31,
	2022		2021		2020
Collaboration revenues
Ionis	$	9,347	$	4,242	$	—
Genentech		3,565		5,660		4,896
Dementia Discovery Fund		386		391		436
AstraZeneca		1,165		1,404		2,696
Oxurion		—		—		2,362
Total collaboration revenues	$	14,463	$	11,697	$	10,390

Ionis Agreements

Ionis Evaluation and Option Agreement

On December 31, 2020 (the “Effective Date”), the Company entered into an Evaluation and Option Agreement (the “Evaluation and Option Agreement”) with Ionis. Under the terms of the Evaluation and Option Agreement, the Company agreed to transfer Bicycles (the “Option Materials”) to Ionis in order to evaluate a particular application of the Company’s technology platform for a period of up to four months (the “Evaluation Period”). Ionis paid the Company a non-refundable $3.0 million option fee in January 2021.

At any point during the term of the agreement and continuing through 30 days after the expiration of the Evaluation Period, Ionis had the option (the “Ionis Option”) to obtain an exclusive license to the Company’s intellectual property for the purpose of continued research, development, manufacture and commercialization of products within a particular application of the Company’s platform technology. The upfront payment of $3.0 million was fully creditable against the upfront payment to be paid upon the execution of a license agreement.

The Company concluded that the only performance obligation was a material right for the option to obtain an exclusive license. All other promises under the Evaluation and Option Agreement were immaterial in the context of the contract. The Company accounted for the $3.0 million payment as deferred revenue as of December 31, 2020. On July 9, 2021, the Ionis Option was exercised upon the parties’ entry into a collaboration and license agreement as contemplated by the Evaluation and Option Agreement. The Company determined that the Ionis Option exercise constituted a continuation of the existing arrangement. Therefore, the $3.0 million in deferred revenue under the Evaluation and Option Agreement was included in the transaction price of the collaboration and license agreement.

Ionis Collaboration Agreement

Following the exercise by Ionis of the Ionis Option granted pursuant to the Evaluation and Option Agreement, on July 9, 2021, the Company and Ionis entered into a collaboration and license agreement (the “Ionis Collaboration

Agreement”). Pursuant to the Ionis Collaboration Agreement, the Company granted to Ionis a worldwide exclusive license under the Company’s relevant technology to research, develop, manufacture and commercialize products incorporating Bicycle peptides directed to the protein coded by the gene TFRC1 (transferrin receptor) (“TfR1 Bicycles”) intended for the delivery of oligonucleotide compounds directed to targets selected by Ionis for diagnostic, therapeutic, prophylactic and preventative uses in humans. Ionis will maintain exclusivity to all available targets unless it fails to achieve specified development diligence milestone deadlines. If Ionis fails to achieve one or more development diligence milestone deadlines, the Company has the right to limit exclusivity to certain specific collaboration targets, subject to the payment by Ionis of a low-single-digit million dollar amount per target as specified in the Ionis Collaboration Agreement. Each party will be responsible for optimization of such TfR1 Bicycles and other research and discovery activities related to TfR1 Bicycles, as specified by a research plan, and thereafter Ionis will be responsible for all future research, development, manufacture and commercialization activities. The Company will perform research and discovery activities including a baseline level of effort for a period of three years for no additional consideration. The parties will negotiate a commercially reasonable rate if additional research activities are agreed to be performed. For certain research and discovery activities that the Company is responsible for performing, the Company may use the assistance of a contract research organization (“CRO”). The Company has retained certain rights, including the right to use TfR1 Bicycles for all non-oligonucleotide therapeutic purposes.

The activities under the Ionis Collaboration Agreement are governed by a joint steering committee (“JSC”) with an equal number of representatives from the Company and Ionis. The JSC will oversee the performance of the research and development activities. Upon first commercial sales of a licensed product, the JSC will have no further responsibilities or authority under the Ionis Collaboration Agreement.

Under the Ionis Collaboration Agreement, Ionis made a non-refundable upfront payment of $31.0 million in addition to the $3.0 million already paid under the Option and Evaluation Agreement. Additionally, Ionis is obligated to reimburse the Company on a pass-through basis for expenses incurred in connection with research and discovery activities performed by a CRO. If Ionis is at risk of failing to achieve a specified development diligence milestone deadline, it can make up to three separate payments of a mid-single-digit million dollar amount to extend the development diligence milestone deadlines. On a collaboration target-by-collaboration target basis, Ionis will be required to make a low-single-digit million dollar payment upon acceptance of an investigational new drug application (“IND”) for the first product directed to such collaboration target (provided that Ionis will have a high single-digit million dollar credit to be applied towards the IND acceptance fee for four collaboration targets, or for exclusivity payments for certain targets if specified development diligence milestones deadlines are not achieved), and Ionis will be required to make milestone payments upon the achievement of specified development and regulatory milestones of up to a low double-digit million dollar amount per collaboration target. In addition, the Company is eligible to receive up to a low double-digit million dollar amount in cumulative sales milestone payments. The Company is also entitled to receive tiered royalty payments on net sales at percentages in the low single digits, subject to certain standard reductions and offsets. Royalties will be payable, on a product-by-product and country-by-country basis, until the latest of the expiration of specified licensed patents covering such product in such country, ten years from first commercial sale of such product in such country, or expiration of marketing exclusivity for such product in such country.

In December 2021, the Company and Ionis entered into an amendment to the Ionis Collaboration Agreement (the “Ionis Amendment”). Ionis paid the Company $1.6 million and the Company agreed to perform additional research services utilizing its proprietary phage screening technology to identify and optimize new product candidates that target the TfR1 receptor. The Company performed the additional research services for an initial six-month period, which was extended in August 2022 for an additional three months, in exchange for consideration of $0.8 million. In October 2022, Ionis exercised an option it had for the Company to perform additional research services for an additional six months in exchange for the remaining consideration of $0.8 million.

Either party may terminate the Ionis Collaboration Agreement for the uncured material breach of the other party or in the case of insolvency. Ionis may terminate the Ionis Collaboration Agreement for convenience on specified notice periods depending on the development stage of the applicable target, either in its entirety or on a target-by-target basis.

Ionis Share Purchase Agreement

Concurrently with the execution of the Ionis Collaboration Agreement on July 9, 2021, the Company entered into the Ionis Share Purchase Agreement with Ionis, pursuant to which Ionis purchased the Ionis Shares at a price per share of $38.94, for an aggregate purchase price of approximately $11.0 million.

Pursuant to the terms of the Ionis Share Purchase Agreement, Ionis agreed that until January 9, 2023, it would not, without our prior written consent and subject to certain conditions and exceptions, among other things, directly or indirectly acquire additional shares of our outstanding equity securities, seek or propose a tender or exchange offer, merger or other business combination involving us, solicit proxies or consents with respect to any matter, or undertake other specified actions related to the potential acquisition of additional equity interests in us. The Share Purchase Agreement also provided that, subject to limited exceptions, Ionis could not sell any of the Ionis Shares until July 2022.

The Company determined the fair value of the Ionis Shares to be $7.6 million, based on the closing price of the Company’s ADSs of $31.11 per ADS on the date of the Ionis Share Purchase Agreement, less a discount for lack of marketability associated with resale restrictions applicable to the Ionis Shares. The Company concluded that the premium paid by Ionis under the Ionis Share Purchase Agreement represents additional consideration for the goods and services to be provided under the Ionis Collaboration Agreement. As such, the total premium of $3.4 million was included in the transaction price under the Ionis Collaboration Agreement.

Accounting Analysis

Upon execution of the Ionis Collaboration Agreement, the Company identified the following promises in the arrangement: i) a worldwide exclusive license to research, develop, manufacture and commercialize products incorporating TfR1 Bicycles intended for the delivery of oligonucleotide compounds directed to targets selected by Ionis for diagnostic, therapeutic, prophylactic and preventative uses in humans; ii) research and discovery activities to customize and optimize such TfR1 Bicycles; iii) four material rights associated with options to obtain credits to be applied towards the IND acceptance fee for four collaboration targets.

The Company’s participation in the JSC was deemed immaterial in the context of the contract. The Company has concluded that the exclusive license to research, develop, manufacture and commercialize products is not distinct from the research and discovery services as Ionis cannot obtain the intended benefit of the license without the Company performing the agreed upon research and discovery services, including the optimization of such TfR1 Bicycles. The services incorporate proprietary technology, unique skills and specialized expertise to optimize Bicycles that are not available in the marketplace. As a result, the exclusive license to research, develop, manufacture and commercialize products has been combined with the research and discovery activities into a single performance obligation. The Company concluded that the low-single-digit million dollar payments upon acceptance of an IND (and payment to extend the exclusive license to research, develop, manufacture and commercialize a product candidate for certain specific collaboration targets if Ionis fails to achieve specified development diligence milestone deadlines) is a customer option, as Ionis has the contractual right to choose to make the payment in exchange for the continued exclusive right to research, develop, manufacture and commercialize the product candidate, and the Company is not presently obligated to provide, and does not have a right to consideration, for the additional goods or services prior to Ionis’s exercise of the option. In assessing whether the options under the Ionis Collaboration Agreement represent material rights, the Company considered the additional consideration the Company would be entitled to upon the option exercise and the standalone selling price of the underlying goods and services. For the material rights identified as performance obligations above, the Company concluded that each of the options to obtain credits provided Ionis with a discount that it otherwise would not have received without entering into the Ionis Collaboration Agreement.

The total transaction price was initially determined to be $38.0 million, consisting of the $31.0 million up front payment, the $3.0 million payment under the Option and Evaluation Agreement, that was credited against the total upfront payment payable pursuant to the Ionis Collaboration Agreement, the $3.4 million premium paid under the Ionis Share Purchase Agreement, and an estimated $0.6 million for the reimbursement of CRO costs. Additional variable consideration including development diligence milestone deadline extension payments, development and regulatory

milestone payments, sales milestone payments and royalty payments was fully constrained as a result of the uncertainty regarding whether any of the milestones will be achieved.

The transaction price was allocated to the performance obligations based on the relative estimated standalone selling prices of each performance obligation. The estimated standalone selling price of the Ionis combined licenses and research and discovery performance obligation was based on the nature of the licenses to be delivered, as well as the services to be performed and estimates of the associated effort and costs of the services, adjusted for a reasonable profit margin for what would be expected to be realized under similar contracts. The estimated standalone selling price for the material rights was determined based on the estimated value of the underlying goods and services, and the probability that Ionis would exercise the option. Based on the relative standalone selling price, the allocation of the transaction price to the separate performance obligations is as follows (in thousands):


	Allocation of
Performance Obligations	Transaction Price
Combined licenses and research and discovery performance obligation	$	34,100
Four material rights associated with credits for IND Acceptance fees		3,900
	$	38,000

The Company is recognizing revenue related to amounts allocated to the combined licenses and research and discovery performance obligation using a proportional performance model over the period of service using input-based measurements including total full-time equivalent effort and CRO costs incurred to date as a percentage of total full-time equivalent effort and CRO costs expected, which best reflects the progress towards satisfaction of the performance obligation. The amount allocated to the material rights is recorded as deferred revenue and the Company commences revenue recognition upon exercise of or upon expiry of the respective option. The Company anticipates that the combined licenses and research and discovery performance obligation will be satisfied over a period of three years and anticipates the material rights may be exercisable or may expire after approximately four years from contract execution.

The Company concluded that the Ionis Amendment will be accounted for as a separate contract, as the services are distinct from the Ionis Collaboration Agreement, and the price of the contract increased by an amount of consideration that reflects the Company’s standalone selling price. The Company concluded that the option does not contain a material right. The Company recognized the $0.8 million associated with the services in the initial six-month period as revenue as the underlying services were performed using a proportional performance model over the period of service using input based measurements of total full time equivalent efforts and external costs incurred to date as a percentage of total expected full time equivalent efforts and expected external costs, which best reflects the progress towards satisfaction of the performance obligation. As the option to perform additional research services for an additional six months does not contain a material right, the Company accounted for Ionis’ exercise of the option in October 2022 as a separate contract. The Company is recognizing the $0.8 million associated with the services for the additional six-month period as revenue as the underlying services are performed using a proportional performance model over the period of service using input based measurements of total full time equivalent efforts and external costs incurred to date as a percentage of total expected full time equivalent efforts and expected external costs, which best reflects the progress towards satisfaction of the performance obligation.

For the years ended December 31, 2022, 2021 and 2020, the Company recognized $9.3 million, $4.2 million and no revenue, respectively, and as of December 31, 2022 and 2021, the Company recorded deferred revenue of $21.5 million and $34.1 million, respectively, in connection with the Ionis Collaboration Agreement, Ionis Amendment, and Ionis Evaluation and Option Agreement.

Genentech Collaboration Agreement

On February 21, 2020, the Company entered into a Discovery Collaboration and License Agreement, as amended from time to time (as amended, the “Genentech Collaboration Agreement”), with Genentech. The collaboration is focused on the discovery and development of Bicycle peptides directed to biological targets selected by Genentech and aimed at developing up to four potential development candidates against multiple immuno-oncology targets suitable for Genentech to advance into further development and commercialization.

Under the terms of the Genentech Collaboration Agreement, the Company received a $30.0 million upfront, non-refundable payment. The initial discovery and optimization activities are focused on utilizing the Company’s phage screening technology to identify product candidates aimed at two immuno-oncology targets (“Genentech Collaboration Programs”), which may also include additional discovery and optimization of Bicycles as a targeting element for each Genentech Collaboration Program (each a “Targeting Arm”). Genentech also had the option to nominate up to two additional immuno-oncology targets (each, an “Expansion Option”) as additional Genentech Collaboration Programs, which may also include an additional Targeting Arm for each Expansion Option. Genentech exercised the Expansion Options in October 2021 and June 2022, respectively. Genentech paid to the Company an expansion fee of $10.0 million for each Expansion Option. Genentech also has rights, under certain limited circumstances, to select an alternative target to be the subject of a Genentech Collaboration Program, in some cases subject to payment of an additional target selection fee.

If Genentech elects for the Company to perform discovery and optimization services for certain Targeting Arms, the Company will be entitled to receive an additional advance payment for the additional research services. Genentech exercised its right to select a Targeting Arm for one of the initial Genentech Collaboration Programs at the inception of the arrangement, and for the first Expansion Option in October 2021, which entitled the Company to additional payments of $1.0 million each. If a Targeting Arm achieves specified criteria in accordance with the research plan, Genentech will be required to pay a further specified amount in the low single digit millions for each such Targeting Arm as consideration for the additional services to be provided.

The Company granted to Genentech a non-exclusive research license under the Company’s intellectual property solely to enable Genentech to perform any activities under the agreement. The activities under the Genentech Collaboration Agreement are governed by a joint research committee (“JRC”) with representatives from each of the Company and Genentech. The JRC will oversee, review and recommend direction of each Genentech Collaboration Program, achievement of development criteria, and variations of or modifications to the research plans.

After the Company performs the initial discovery and optimization activities in accordance with an agreed research plan and achieves specified criteria, Genentech will have the option to have the Company perform initial pre-clinical development and optimization activities in exchange for an additional specified milestone payment in the mid-single digit millions for each Genentech Collaboration Program (the “LSR Go Option”). Upon completion of such initial pre-clinical development and optimization activities for each Genentech Collaboration Program, Genentech will have the option to obtain an exclusive license to exploit any compound developed under such Genentech Collaboration Program in exchange for an additional specified payment in the mid to high single digit millions for each of the initial two Genentech Collaboration Programs and each of the two Expansion Option Genentech Collaboration Programs (the “Dev Go Option”).

On a Genentech Collaboration Program by Genentech Collaboration Program basis, if Genentech elects to obtain exclusive development and commercialization rights and pays the applicable LSR Go Option and Dev Go Option fees, Genentech will be required to make milestone payments to the Company upon the achievement of specified development, regulatory, and initial commercialization milestones for products arising from each collaboration program, totaling up to $200.0 million. Specifically, the Company is eligible for additional development milestones totaling up to $65.0 million, as well as regulatory milestones of up to $135.0 million for each collaboration program. In addition, the Company is also eligible to receive up to $200.0 million in sales milestone payments on a Genentech Collaboration Program-by-Genentech Collaboration Program basis. In addition, to the extent any of the product candidates covered by the licenses conveyed to Genentech are commercialized, the Company would be entitled to receive tiered royalty payments on net sales at percentages ranging from the mid-single to low double-digits, subject to certain standard reductions and offsets. Royalties will be payable, on a product by product and country by country basis, until the later of the expiration of specified licensed patents covering such product in such country, or ten years from first commercial sale of such product in such country.

Accounting Analysis

Upon the execution of the Genentech Collaboration Agreement, the Company has identified the following performance obligations:

(i)

Research license, and the related research and development and preclinical services through LSR Go for a first Genentech Collaboration Program (Genentech Collaboration Program #1);

(ii)

Research license, and the related research and development and preclinical services through LSR Go for a second Genentech Collaboration Program with a specified Targeting Arm (Genentech Collaboration Program #2);

(iii)

Material right associated with an option to a specified Targeting Arm for Genentech Collaboration Program #1;

(iv)

Two material rights associated with the LSR Go Option for Genentech Collaboration Program #1 and Genentech Collaboration Program #2, which includes research services to be provided through the Dev Go Option and an option to receive an exclusive license;

(v)

Material rights associated with certain limited substitution rights with respect to a limited number of collaboration targets;

(vi)

Two material rights related to each Genentech Expansion Option, which upon exercise include the services for an additional immuno-oncology target through the LSR Go Option, an LSR Go Option which includes the services to be provided through the Dev Go Option and an option to receive an exclusive license, limited substitution rights, and an option to select a specified Targeting Arm.

The Company concluded that certain substitution rights that require the payment of additional consideration, which approximate the standalone selling price of the underlying services to be provided, do not provide the customer with a material right and therefore, are not considered as performance obligations and are accounted for as separate contracts upon exercise, if ever. The Company’s participation in the joint steering committee was assessed as immaterial in the context of the contract.

The Company has concluded that the research license is not distinct from the research and development services as Genentech cannot obtain the benefit of the research license without the Company performing the research and development services. The services incorporate proprietary technology and unique skills and specialized expertise, particularly as it relates to constrained peptide technology that is not available in the marketplace. As a result, for each research program, the research license has been combined with the research and development services into a single performance obligation. In addition, the Company concluded that the Dev Go Option is not distinct or separately exercisable from the LSR Go Option, as the customer cannot benefit from the Dev Go Option unless and until the LSR Go Option is exercised.

In assessing whether the various options under the Genentech Collaboration Agreement represent material rights, the Company considered the additional consideration the Company would be entitled to upon the option exercise, the standalone selling price of the underlying goods, services, and additional options. For the material rights identified above the Company concluded that each of the options provided Genentech with a discount that it otherwise would not have received.

The total transaction price was initially determined to be $31.0 million, consisting of the $30.0 million upfront fee and the additional $1.0 million for Genentech’s selection of a new Targeting Arm at inception. The Company utilizes the most likely amount method to determine the amount of research and development funding to be received. Additional consideration to be paid to the Company upon the exercise of options by Genentech and subsequent milestones are excluded from the transaction price as they relate to option fees and milestones that can only be achieved subsequent to the exercise of an option. In addition, other variable consideration for development milestones not subject

to option exercises was fully constrained, as a result of the uncertainty regarding whether any of the milestones will be achieved. In March 2021, the Company achieved specified criteria in accordance with the research plan under the Genentech Collaboration Agreement and therefore updated its estimate of the variable consideration to include an additional $2.0 million, that is no longer constrained. The arrangement consideration was increased to $33.0 million.

The transaction price was allocated to the performance obligations based on the relative estimated standalone selling prices of each performance obligation. The estimated standalone selling prices for the Genentech Collaboration Programs was based on the nature of the services to be performed and estimates of the associated effort and costs of the services, adjusted for a reasonable profit margin for what would be expected to be realized under similar contracts. The estimated standalone selling price for the material rights was determined based on the fees Genentech would pay to exercise the options, the estimated value of the underlying goods and services, and the probability that Genentech would exercise the option and any underlying options. Based on the relative standalone selling price, the allocation of the transaction price to the separate performance obligations is as follows (in thousands):


	Allocation of
Performance Obligations	Transaction Price
Genentech Collaboration Program #1 Performance Obligation	$	4,019
Genentech Collaboration Program #2 Performance Obligation		8,037
Specified Targeting Arm Material Right Arm for Genentech Collaboration Program #1		352
Two material rights associated with the LSR Go Option for Collaboration Programs #1 and #2		12,400
Material rights associated with limited substitution rights		1,187
Two material rights for Expansion Options		7,005
	$	33,000

The Company is recognizing revenue related to amounts allocated to the Genentech Collaboration Program #1 and #2 Performance Obligations as the underlying services are performed using a proportional performance model over the period of service using input-based measurements of total full-time equivalent efforts and external costs incurred to date as a percentage of total full-time equivalent efforts and expected external costs, which best reflects the progress towards satisfaction of the performance obligation. The amount allocated to the material rights is recorded as deferred revenue and the Company will commence revenue recognition upon exercise of or upon expiry of the respective option. The Company anticipates that the Genentech Collaboration Performance Program #1 and #2 obligations will be performed over a period of approximately two to three years, and the remaining material rights will be exercised or expire within approximately four years from contract execution.

In October 2021, Genentech exercised the first Expansion Option to add an additional Genentech Collaboration Program (Genentech Collaboration Program #3) and paid to the Company an expansion fee of $10.0 million in November 2021. Genentech also elected for Bicycle to perform discovery and optimization services for a Targeting Arm, and the Company received an additional payment of $1.0 million for additional research services. The Company exercised judgment and concluded that the exercise of the first Expansion Option and the option to a specified Targeting Arm is accounted for as a continuation of an existing contract as the customer decided to purchase additional goods and services contemplated in the original contract, as such, the additional arrangement consideration of $11.0 million received upon the option exercises together with the amount originally allocated to the Expansion Option material right of $3.5 million is allocated to the underlying goods and services associated with the Expansion Option. The arrangement consideration was allocated to the separate performance obligations on the same basis as the initial allocation of the Genentech Collaboration Agreement. In December 2022, the Targeting Arm achieved specified criteria in accordance with the research plan under the Genentech Collaboration Agreement and therefore the Company updated its estimate of variable consideration to include an additional $2.0 million, that is no longer constrained. The Company allocated the additional $2.0 million entirely to the Genentech Collaboration Program #3 and Targeting Arm services as the terms of the variable consideration relate specifically to the Company’s efforts in satisfying the performance obligation and allocating the variable consideration entirely to the performance obligation is consistent with the allocation objective in ASC 606. The Company is recognizing $8.4 million allocated to Genentech Collaboration Program #3 and Targeting Arm services as the underlying services are performed using a proportional performance model over the period of service of approximately two to three years using input-based measurements of total full-time equivalent efforts and

external costs incurred to date as a percentage of total full-time equivalent efforts and external costs expected, which best reflects the progress towards satisfaction of the performance obligation. The amount allocated to the material right associated with an LSR Go Option for Collaboration Program #3 of $7.4 million and limited substitution material rights of $0.7 million are recorded as deferred revenue and the Company will commence revenue recognition upon exercise of or upon expiry of the respective option. Other variable consideration for development milestones not subject to option exercises was fully constrained, as a result of the uncertainty regarding whether any of the milestones will be achieved.

In June 2022, Genentech exercised the second Expansion Option to add an additional Genentech Collaboration Program (“Genentech Collaboration Program #4”), which triggered a $10.0 million payment to the Company under the Genentech Collaboration Agreement. The Company exercised judgment and concluded that the exercise of the second Expansion Option is accounted for as a continuation of an existing contract as the customer decided to purchase additional goods and services contemplated in the original contract, and as such, the additional arrangement consideration of $10.0 million received pursuant to the option exercise together with the amount originally allocated to the Expansion Option material right of $3.5 million is allocated to the underlying goods and services associated with the Expansion Option. The arrangement consideration was allocated to the separate performance obligations on the same basis as the initial allocation of the Genentech Collaboration Agreement. The Company will recognize $5.3 million allocated to the Genentech Collaboration Program #4 services as the underlying services are performed using a proportional performance model over the period of service of approximately two to three years using input-based measurements of total full-time equivalent efforts and external costs incurred to date as a percentage of total full-time equivalent efforts and external costs expected, which best reflects the progress towards satisfaction of the performance obligation. The amounts allocated to the material right associated with an LSR Go Option for Genentech Collaboration Target #4 of $7.4 million, limited substitution material rights of $0.7 million, and the material right associated with the option to select a Targeting Arm for Genentech Collaboration Program #4 of $0.1 million, were recorded as deferred revenue and the Company will commence revenue recognition upon exercise or expiry of the respective option. Other variable consideration for development milestones not subject to option exercises was fully constrained as a result of the uncertainty regarding whether any of the milestones will be achieved.

For the years ended December 31, 2022, 2021 and 2020, the Company recognized revenue of $3.6 million, $5.7 million and $4.9 million, respectively, and as of December 31, 2022 and 2021, the Company recorded deferred revenue of $39.3 million and $34.4 million, respectively, in connection with the Genentech Collaboration Agreement.

Dementia Discovery Fund Agreement

In May 2019, the Company entered into a collaboration with the Dementia Discovery Fund (“DDF”) to use Bicycle technology for the discovery and development of novel therapeutics for dementia (the “DDF Collaboration Agreement”). In October 2019, the collaboration with DDF was expanded to include Oxford University’s Oxford Drug Discovery Institute (ODDI). Under the terms of the DDF Collaboration Agreement, the Company and DDF will collaborate to identify Bicycles that bind to clinically validated dementia targets (the “DDF Research Plan”). The Company is obligated to use commercially reasonable efforts to perform research activities under the DDF Research Plan. DDF shall not be directly engaged in the conduct of any research activities under the arrangement. ODDI will then profile these Bicycles in a range of target-specific and disease-focused assays to determine their therapeutic potential. The activities under the DDF Collaboration Agreement will be governed by a project advisory panel, composed of two representatives from the Company and DDF. The Research Advisory Panel will oversee, review and recommend direction for the Research Plans and variations of or modifications of research plans.

The Company received an upfront payment of $1.1 million in May 2019. The DDF arrangement provided the Company could receive up to an additional $0.7 million, of which $0.6 million has been received as of December 31, 2022, upon achievement of certain milestones such as the identification of lead Bicycle candidates with a certain affinity, which would be used to fund additional research and development services including lead optimization.

Intellectual property created by the collaboration shall be owned by the Company, and background intellectual property improvements shall be owned by the party from whose background intellectual property they exclusively relate. If promising lead compounds are identified, the Company, ODDI and DDF have the option (the “DDF Option”) to establish a jointly owned new company (“NewCo”) to advance the compounds through further development towards

commercialization. NewCo will receive a royalty and milestone-bearing assignment and license of intellectual property from the Company for this purpose. The DDF Option is exercisable at any time until 90 days following the completion of the Research Plan and delivery of a final report. If DDF does not elect to exercise the DDF Option during the Option period, then DDF shall have no right in the collaboration intellectual property. NewCo will initially be owned 66% by the Company and 34% by DDF; however, the Company shall not be entitled to exercise more than 50% of the total voting rights related to its ownership interests. After completion of the DDF Option exercise, for a period of two years following the option exercise, NewCo shall have the right to initiate a new research program to develop up to three additional dementia targets, on a target by target basis, and the Company will be entitled to charge NewCo an agreed upon FTE rate for peptide screening and optimization for the active targets.

Either party may terminate the DDF Collaboration Agreement upon providing not less than 60 days written notice. A party may terminate the DDF Collaboration Agreement with immediate effect without notice if at any time the other party files for protection under bankruptcy or insolvency laws, makes an arrangement for the benefit of creditors, appoints a receiver, administrator, manager or trustee over its property, proposes a written agreement of composition or extension of its debts, is a party to any dissolution, winding-up or liquidation, or is in material breach that has not been remedied.

Accounting Analysis

The Company identified a single performance obligation associated with the performance of research and development services under the DDF Research Plan. The Company concluded that the Company’s participation in the Research Advisory Panel and the DDF Option are immaterial in the context of the contract, and that neither the DDF Option nor the option for NewCo to obtain additional peptide screening and optimization services contain a material right. The total transaction price was initially determined to be $1.1 million, consisting of the upfront payment for research and development funding. The Company may receive additional milestone payments during the DDF Research Plan, as well as for research and development services for additional targets following the exercise of DDF Option. These variable amounts are excluded from the transaction price as they relate to fees that can only be achieved subsequent to the exercise of an option, and therefore are treated as separate contracts. The transaction price was allocated to the single performance obligation of research and development services. The Company is recognizing revenue as the underlying services are performed using a proportional performance model, over the period of service using input-based measurements of total costs, including total full-time equivalent effort incurred to date as a percentage of total costs expected, which best reflects the progress towards satisfaction of the performance obligation.

In December 2020, the Company received a payment of $0.5 million upon the achievement of specified scientific criteria. The Company concluded that the payment represents consideration for a single performance obligation to perform lead optimization activities, and is recognizing revenue as the underlying services are performed using a proportional performance model, over the period of service using input based measurements of total costs, including total full time equivalent effort and external costs incurred to date as a percentage of total expected costs, which best reflects the progress towards satisfaction of the performance obligation.

For the each of the years ended December 31, 2022, 2021 and 2020, the Company recognized $0.4 million revenue. The Company recorded deferred revenue of zero and $0.4 million for the years ended December 31, 2022 and 2021, respectively, related to its collaboration with DDF.

AstraZeneca Collaboration Agreement

In November 2016, the Company entered into a Research Collaboration Agreement (the “AstraZeneca Collaboration Agreement”) with AstraZeneca. The collaboration activities initially focused on two targets within respiratory, cardiovascular and metabolic disease, for which collaboration activities were terminated by AstraZeneca in October 2020 and March 2021, respectively. In May 2018, AstraZeneca made an irrevocable election to exercise an option to nominate up to four additional targets (“Additional Four Target Option”). As a result, AstraZeneca was entitled to obtain research and development services from the Company with respect to Bicycle peptides that bind to up to four additional targets, along with license rights to those selected targets, in exchange for an option fee of $5.0 million. After discovery and initial optimization of such Bicycle peptides, AstraZeneca is responsible for all research and development,

including lead optimization and drug candidate selection. AstraZeneca has option rights, at drug candidate selection, which allow it to obtain development and exploitation license rights with regard to such drug candidate. Each research program is to continue for an initial period of three years, referred to as the research term, including one year for the Bicycle Research Term and two years for the AZ Research Term. AstraZeneca may extend the research term for each research program by twelve months (or fifteen months, if needed to complete certain toxicology studies) or may shorten the research term for a research program if it is ceased due to a screening failure, a futility determination, or abandonment by AstraZeneca. AstraZeneca was obligated to fund two FTEs during the Bicycle Research Term, for each research program, based on an agreed upon FTE reimbursement rate. AstraZeneca has the option to obtain worldwide development and commercialization licenses associated with each designated drug candidate in return for a fee of $8.0 million per drug candidate, upon the selection of such drug candidate. AstraZeneca is required to make certain milestone payments to the Company upon the achievement of specified development, regulatory and commercial milestones. More specifically, for each research program, the Company is eligible to receive up to $29.0 million in development milestone payments and up to $23.0 million in regulatory milestone payments. The Company is also eligible for up to $110.0 million in commercial milestone payments, on a research program by research program basis. In addition, to the extent any of the drug candidates covered by the licenses conveyed to AstraZeneca are commercialized, the Company would be entitled to receive tiered royalty payments of mid-single digits based on a percentage of net sales, subject to certain reductions, including in certain countries where the licensed product faces generic competition. AstraZeneca may terminate the AstraZeneca Collaboration Agreement, entirely or on a licensed product by licensed product or country by country basis, for convenience.

Accounting Analysis

Upon the execution of the Additional Four Target Option, the Company identified the following five performance obligations: (i) Research license and the related research and development services during the Bicycle Research Term for the third target (the “Target Three Research License and Related Services”); (ii) Material right associated with the development and exploitation license option for the third target (“Target Three Material Right”); (iii) Material right associated with the research services option, including the underlying development and exploitation license option for the fourth target (“Target Four Material Right”); (iv) Material right associated with the research services option, including the underlying development and exploitation license option for the fifth target (“Target Five Material Right”); and (v) Material right associated with the research services option, including the underlying development and exploitation license option for the sixth target (“Target Six Material Right”).

The Company concluded that the fourth, fifth and sixth targets available for selection are options. Upon exercise, AstraZeneca will obtain a research license and the related research and development services and an option to a development and exploitation license. The Company has concluded that the research services option, including the underlying development and exploitation license options related to each respective target results in a material right as the option exercise fee related to the development and exploitation license contains a discount that AstraZeneca would not have otherwise received. The research license and the related research and development services related to the fourth, fifth and sixth targets were not performance obligations at the inception of the arrangement, as they are optional services that will be performed if AstraZeneca selects additional targets and they reflect their standalone selling prices and do not provide the customer with material rights. The Company’s participation in the joint steering committee was assessed as immaterial in the context of the contract.

The total transaction price was initially determined to be $5.7 million, consisting of the $5.0 million option exercise fee and research and development funding of an estimated $0.7 million determined using the most likely amount method. The research and development funding was provided based on the costs incurred to conduct the research and development services. Additional consideration to be paid to the Company upon the exercise of the license options by AstraZeneca or upon reaching certain milestones are excluded from the transaction price as they relate to option fees and milestones that can only be achieved subsequent to the license option exercise or are outside of the initial contract term.

associated effort and costs of the services, adjusted for a reasonable profit margin for what would be expected to be realized under similar contracts. The estimated standalone selling price for the material rights was determined based on the fees AstraZeneca would pay to exercise the license options, the estimated value of the license options using comparable transactions, and the probability that (i) AstraZeneca would opt into the target development, and (ii) the license options would be exercised by AstraZeneca. Based on the relative standalone selling price, the allocation of the transaction price to the separate performance obligations was as follows (in thousands):


	Allocation of
Performance Obligations	Transaction Price
Target Three Research License and Related Services	$	650
Target 3 Material Right		1,504
Target 4 Material Right		1,204
Target 5 Material Right		1,165
Target 6 Material Right		1,127
	$	5,650

In June 2019, AstraZeneca selected a replacement target for the third target, and as such a new Research Term was started related to the Target Three Research License and Related Services. The total transaction price under the arrangement increased to $6.3 million for the additional research and development funding to be received. The Company recognized revenue related to amounts allocated to the Target Three Research License and Related Services as the underlying services were performed using a proportional performance model over the period of service using input-based measurements of total full-time equivalent effort incurred to date as a percentage of total full-time equivalent time expected, which best reflected the progress towards satisfaction of the performance obligation. The amount allocated to the material rights is recorded as deferred revenue and the Company commences revenue recognition upon exercise of or upon expiry of the option. The optional future research license and the related research and development services related to the fourth, fifth and sixth targets reflect their standalone selling prices and do not provide the customer with a material right and, therefore, are not considered performance obligations and are accounted for as separate contracts. In October 2020, August 2021 and June 2022, AstraZeneca terminated the collaboration activities related to the third, sixth and fifth targets, respectively, and the deferred revenue related to the associated material rights was recognized. In January 2022, AstraZeneca elected to extend the Research Term for the fourth target by 12 months. As of December 31, 2022, the fourth target research program was in the AZ Research Term.

For the years ended December 31, 2022, 2021 and 2020 the Company recognized $1.2 million, $1.4 million, and $2.7 million, respectively, of revenue related to the AstraZeneca Collaboration Agreement. As of December 31, 2022 and 2021, the Company recorded $1.1 million and $2.4 million of deferred revenue, respectively, in connection with Additional Four Target Option.

Oxurion Collaboration Agreement

In August 2013, the Company entered into a Research Collaboration and License Agreement (the “Oxurion Collaboration Agreement”) with Oxurion. Under the Oxurion Collaboration Agreement, the Company was responsible for identifying Bicycle peptides related to the collaboration target, plasma kallikrein, for use in various ophthalmic indications. Oxurion is responsible for further development and product commercialization after the defined research screening is performed by the Company. Under the Oxurion Collaboration Agreement, the Company granted certain worldwide intellectual property rights to Oxurion for the development, manufacture and commercialization of licensed compounds associated with plasma kallikrein. The Company is eligible to receive up to €8.3 million upon the achievement of specified research, development, regulatory and commercial events and research and development milestones, of which €3.8 million has been received as of December 31, 2022. In addition, the Company is eligible to receive up to €16.5 million upon achievement of certain regulatory milestone payments (e.g., €5 million for granting first regulatory approval in either the United States or the European Union for the first indication). In addition, to the extent any of the collaboration products covered by the licenses granted to Oxurion are commercialized, the Company would be entitled to receive tiered royalty payments of mid-single digits based on a percentage of net sales.

Either party may terminate the Oxurion Collaboration Agreement if the other party has materially breached any of its material obligations and such breach continues after the specified cure period. Either party may terminate the Oxurion Collaboration Agreement in the event of the commencement of any proceeding in or for bankruptcy, insolvency, dissolution or winding up by or against the other party that is not dismissed or otherwise disposed of within a specified time period. Oxurion may terminate the Oxurion Collaboration Agreement, entirely or on a program by program, licensed product by licensed product or country by country basis, for convenience upon not less than 90 days prior written notice to the Company.

The Company recognized no collaboration revenue during each of the years ended December 31, 2022 and 2021. During the year ended December 31, 2020, the Company achieved a milestone related to the initiation of a Phase II clinical trial and $2.4 million was recognized as revenue, as there are no remaining performance obligations associated with the Oxurion Collaboration Agreement. No other future development or regulatory milestones have been included in the transaction price, as none are considered probable at December 31, 2022 and 2021. As of December 31, 2022 and 2021, the Company recorded no deferred revenue related to its collaboration with Oxurion.

Summary of Contract Assets and Liabilities

The following table presents changes in the balances of the Company’s contract liabilities (in thousands):


	Beginning Balance						Impact of		Ending Balance
	January 1,						Exchange		December 31,
	2022		Additions		Deductions		Rates		2022
Contract liabilities:
Deferred revenue
Ionis collaboration deferred revenue	$	34,115	$	99	$	(9,347)	$	(3,378)	$	21,489
Genentech collaboration deferred revenue		34,436		12,000		(3,565)		(3,563)		39,308
DDF collaboration deferred revenue		428		—		(386)		(42)		—
AstraZeneca collaboration deferred revenue		2,361		—		(1,165)		(120)		1,076
Total deferred revenue	$	71,340	$	12,099	$	(14,463)	$	(7,103)	$	61,873


	Beginning Balance						Impact of		Ending Balance
	January 1,						Exchange		December 31,
	2021		Additions		Deductions		Rates		2021
Contract liabilities:
Deferred revenue
Ionis collaboration deferred revenue	$	3,000	$	36,002	$	(4,242)	$	(645)	$	34,115
Genentech collaboration deferred revenue		27,579		13,000		(5,660)		(483)		34,436
DDF collaboration deferred revenue		821		—		(391)		(2)		428
AstraZeneca collaboration deferred revenue		3,756		54		(1,404)		(45)		2,361
Total deferred revenue	$	35,156	$	49,056	$	(11,697)	$	(1,175)	$	71,340

Contract assets represent research and development services which have been performed but have not yet been billed, and are reduced when they are subsequently billed. There were no contract assets at December 31, 2022 or 2021.

The Ionis deferred revenue balance at December 31, 2022 includes $3.4 million allocated to material rights that will commence revenue recognition when the respective option is exercised or when the option expires. The Genentech deferred revenue balance at December 31, 2022 includes $27.3 million allocated to material rights that will commence revenue recognition when the respective option is exercised or when the option expires. The AstraZeneca deferred revenue balance as of December 31, 2022 includes $1.1 million allocated to the Target 4 Material Right, which will

commence revenue recognition when the respective option is exercised at the end of AZ Research Term or when the option expires.

During the years ended December 31, 2022, 2021 and 2020, the Company recognized the following revenues as a result of changes in the contract asset and the contract liability balances in the respective periods (in thousands):


	Year Ended
	December 31,
	2022		2021		2020
Revenue recognized in the period from:
Revenue recognized based on proportional performance	$	12,358	$	9,652	$	6,326
Revenue recognized based on expiration of material rights		1,433		1,876		1,702
Revenue recognized based on changes in transaction price		672		169		—
Total	$	14,463	$	11,697	$	8,028

Cancer Research UK

BT1718

On December 13, 2016, the Company entered into a Clinical Trial and License Agreement with Cancer Research Technology Limited (“CRTL”), a wholly owned subsidiary of Cancer Research UK that Cancer Research UK’s commercial activities operate through, and Cancer Research UK (the “Cancer Research UK Agreement”). Pursuant to the Cancer Research UK Agreement, as amended in March 2017 and June 2018, Cancer Research UK’s Centre for Drug Development will sponsor and fund a Phase I/IIa clinical trial for BT1718, a Bicycle Toxin Conjugate, in patients with advanced solid tumors.

Cancer Research UK is responsible for designing, preparing, carrying out and sponsoring the clinical trial at its cost. The Company is responsible for supplying agreed quantities of GMP materials for the trial, the supply of which has been completed. In the event that additional quantities are needed, the Company will provide Cancer Research UK with all reasonable assistance to complete the arrangements necessary for the generation and supply of such additional GMP materials, but Cancer Research UK will be responsible for supplying and paying for such additional quantities of GMP materials.

The Company granted Cancer Research UK a license to its intellectual property in order to design, prepare for, sponsor, and carry out the clinical trial. The Company retains the right to continue the development of BT1718 during the clinical trial. Upon the completion of the Phase I/IIa clinical trial, the Company has the right to obtain a license to the results of the clinical trial upon the payment of a milestone, in cash and ordinary shares, with a combined value in the mid six digit dollar amount. If such license is not acquired, or if it is acquired and the license is terminated and the Company decides to abandon development of all products that deliver cytotoxic payloads to the MT1 target antigen, the Company will assign or grant to CRTL an exclusive license to develop and commercialize the product on a revenue sharing basis (in which case the Company will receive tiered royalties of 70% to 90% of the net revenue depending on the stage of development when the license is granted). The Cancer Research UK Agreement contains additional future milestone payments upon the achievement of development and regulatory milestones, payable in cash and shares, with an aggregate total value of $50.9 million, as well as royalty payments based on a single digit percentage on net sales of products developed.

The Cancer Research UK Agreement can be terminated by either party upon an insolvency event, material breach of the terms of the contract, or upon a change in control (and the new controlling entity develops, sells or manufactures tobacco products or generates the majority of its profits from tobacco products or is an affiliate of such party). Cancer Research UK may also terminate the arrangement for safety reasons or if it determines that the objectives of the clinical trial will not be met. The Company was obligated to reimburse Cancer Research UK for certain costs if the Cancer Research UK agreement was terminated by Cancer Research UK prior to the completion of the dose escalation (Phase I) part of the clinical trial for an insolvency event of, or material breach by, the Company or upon termination for safety reasons or if Cancer Research UK determined that the objectives of the clinical trial would not be

met, however, these reimbursement obligations expired unexercised upon the completion of the Phase I portion of the clinical trial in 2020. If the Company is subject to a change in control and the new controlling entity develops, sells or manufactures tobacco products or generates the majority of its profits from tobacco products or is an affiliate of such party prior to the last cycle of treatment under the Phase IIa clinical trial, the Company will reimburse Cancer Research UK in full for all costs paid or committed in connection with the clinical trial and no further license payments, where applicable, shall be due. In such case, Cancer Research UK will not be obliged to grant a license to the Company in respect of the results of the clinical trial and the Company will assign or grant to CRTL an exclusive license to develop and commercialize the product without CRTL being required to make any payment to the Company.

The Company concluded that the costs incurred by Cancer Research UK is a liability in accordance with ASC 730, Research and Development, as certain payments are not based solely on the results of the research and development having future economic benefit. As such, as of December 31, 2022 and 2021, the Company recorded a liability of $3.6 million and $3.3 million, respectively, which is recorded in other long-term liabilities in the consolidated balance sheets. The liability is recorded as incremental research and development expense in the consolidated statements of operations and comprehensive loss.

BT7401

In December 2019, the Company entered into a clinical trial and license agreement with Cancer Research Technology Limited and Cancer Research UK. Pursuant to the agreement, Cancer Research UK’s Centre for Drug Development will fund and sponsor development of BT7401, a multivalent Bicycle CD137 agonist, from current preclinical studies through the completion of a Phase IIa trial in patients with advanced solid tumors.

The Company granted to Cancer Research UK a license to the Company’s intellectual property in order to design, prepare for, sponsor, and carry out the clinical trial and all necessary preclinical activities to support the trial. The Company retains the right to continue the development of BT7401 during the clinical trial. Upon the completion of the Phase I/IIa clinical trial, the Company has the right to obtain a license to the results of the clinical trial upon the payment of a milestone, in cash and ordinary shares, with a combined value in the mid six digit dollar amount. If such license is not acquired, or if it is acquired and the license is terminated and the Company decides to abandon development of all products that contain BT7401 or all the pharmaceutically active parts of BT7401, CRTL may elect to receive an exclusive license to develop and commercialize the product on a revenue sharing basis (in which case the Company will receive tiered royalties of 55% to 80% of the net revenue depending on the stage of development when the license is granted) less certain costs, as defined by the agreement. The BT7401 Cancer Research UK agreement contains additional future milestone payments upon the achievement of development, regulatory and commercial milestones, payable in cash, with an aggregate total value of up to $60.3 million for each licensed product, as well as royalty payments based on a single digit percentage on net sales of products developed, and sublicense royalties to the Cancer Research UK in the low double digit percentage of sublicense income depending on the stage of development when the license is granted.

The BT7401 Cancer Research UK agreement can be terminated by either party upon an insolvency event, material breach of the terms of the contract, or upon a change in control (and the new controlling entity develops, sells or manufactures tobacco products or generates the majority of its profits from tobacco products or is an affiliate of such party), or upon written notice by Cancer Research UK prior to the last cycle of treatment has been completed under the clinical trial. If the trial is terminated by the Company prior to the filing of a clinical trial authorization, or by Cancer Research UK for an insolvency event or a material breach by the Company prior to the start of a clinical trial, the Company will reimburse Cancer Research UK for certain costs paid or committed prior to the start of the clinical trial. In such case where the Company is subject to a change of control and the new controlling entity develops, sells or manufactures tobacco products or generates the majority of its profits from tobacco products or is an affiliate of such party, Cancer Research UK will not be obliged to grant a license to the Company in respect of the results of the clinical trial and CRTL may elect to receive an exclusive license to develop and commercialize the product without CRTL being required to make any payment to the Company. The Company concluded that the BT7401 Cancer Research UK arrangement does not represent a liability in accordance with ASC 730, Research and Development, as the payments are based solely on the results of the research and development having future economic benefit and risk of repayment is substantive and genuine, and as such there was no accounting impact as of and for the year ended December 31, 2022.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

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+ Details

Income taxes

12 Months Ended

Dec. 31, 2022

Income taxes

Income taxes

10. Income taxes

The components of net loss before income tax provision are as follows (in thousands):


	Year Ended
	December 31,
	2022		2021		2020
United Kingdom	$	(116,275)	$	(69,546)	$	(52,521)
United States		2,034		1,064		787
Total	$	(114,241)	$	(68,482)	$	(51,734)

The components of the benefit for income taxes are as follows (in thousands):


	Year Ended
	December 31,
	2022		2021		2020
Current income tax provision (benefit)
Federal	$	2,048	$	(2)	$	(24)
State		1,404		7		(27)
Total current income tax provision (benefit)		3,452		5		(51)
Deferred income tax (benefit) provision
Federal		(4,111)		(1,236)		(435)
State		(865)		(432)		(238)
Total deferred income tax (benefit)		(4,976)		(1,668)		(673)
Total benefit from income taxes	$	(1,524)	$	(1,663)	$	(724)

A reconciliation of the benefit for income taxes computed at the statutory income tax rate to the benefit for income taxes as reflected in the financial statement is as follows:


	Year Ended
	December 31,
	2022		2021		2020
Benefit for income taxes at statutory rate	19	%	19	%	19	%
(Decreases) increases resulting from:
Federal tax credits	0.3	%	0.6	%	0.9	%
Change in valuation allowance	(16.8)	%	(27.0)	%	(15.4)	%
Net losses surrendered for research credit	(6.5)	%	(5.9)	%	(6.2)	%
Impact of statutory rate change	11.3	%	12.1	%	1.8	%
Impact of foreign exchange rates	(9.9)	%	—	%	1.3	%
Other	3.9	%	3.6	%	—	%
Effective income tax rate	1.3	%	2.4	%	1.4	%

Significant components of the Company’s current and deferred tax assets are as follows (in thousands):



	December 31,
	2022		2021
Deferred tax assets:
Operating loss carryforwards	$	45,452	$	30,536
Research credit carryforwards		—		1,862
Operating lease liability		3,566		3,626
Share-based compensation		9,842		4,406
Capitalized research and development expenses		5,168		—
Accrued expenses and other		2,318		1,496
Total deferred tax assets		66,346		41,926
Deferred tax liabilities:
Operating lease right-of-use asset		(3,474)		(3,665)
Depreciation & amortization		(933)		(439)
Total deferred tax liabilities		(4,407)		(4,104)
Valuation allowance		(53,743)		(34,601)
Net deferred tax assets	$	8,196	$	3,221

During the years ended December 31, 2022, 2021 and 2020, the Company recorded an income tax benefit of $1.5 million, $1.7 million, and $0.7 million, respectively. The Company is subject to U.K. corporate taxation. Due to the nature of its business, the Company has generated losses since inception and therefore not paid U.K. corporation tax. The Company's income tax benefit is mainly the result of deferred tax assets benefited in the United States that do not have a valuation allowance against them because of profits that will be generated by an intercompany service agreement.

Starting in 2022, amendments to Section 174 of the Internal Revenue Code of 1986, as amended (“IRC”), will no longer permit an immediate deduction for research and development expenditures in the tax year that such costs are incurred. Instead, these IRC Section 174 development costs must now be capitalized and amortized over either a five- or 15-year period, depending on the location of the activities performed. The new amortization period begins with the midpoint of any taxable year that IRC Section 174 costs are first incurred, regardless of whether the expenditures were made prior to or after July 1, and runs until the midpoint of year five for activities conducted in the United States or year 15 in the case of development conducted on foreign soil.

The Company regularly assesses its ability to realize its deferred tax assets. Assessing the realization of deferred tax assets requires significant judgment. In determining whether its deferred tax assets are more likely than not realizable, the Company evaluated all available positive and negative evidence, and weighed the evidence based on its objectivity. After consideration of the evidence, including the Company's history of cumulative net losses in the U.K., the Company has concluded that it is more likely than not that the Company will not realize the benefits of its U.K. deferred tax assets and accordingly the Company has provided a valuation allowance for the full amount of the net deferred tax assets in the U.K. The Company has considered its history of cumulative net profits in the United States and estimated future taxable income and has concluded that it is more likely than not that the Company will realize the benefits of its United States deferred tax assets and has not provided a valuation allowance against the net deferred tax assets in the United States. The valuation allowance increased in the year ended December 31, 2022 by $19.1 million due to the corresponding increase in U.K. deferred tax assets, primarily due to operating loss carryforwards generated during the year that were not surrendered for research credit utilization.

The Company recorded a valuation allowance against all of its U.K. deferred tax assets as of December 31, 2022 and 2021.

The Company intends to continue to maintain a full valuation allowance on its U.K. deferred tax assets until there is sufficient evidence to support the reversal of all or some portion of these allowances. The release of the valuation allowance would result in the recognition of certain deferred tax assets and an increase to the benefit for income taxes

for the period the release is recorded. However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that the Company is able to actually achieve.

The benefit for income taxes shown on the consolidated statements of operations differs from amounts that would result from applying the statutory tax rates to income before taxes primarily because of certain permanent expenses that were not deductible and U.K., U.S. federal and state research and development credits, as well as the application of valuation allowances against the U.K. deferred tax assets.

As of December 31, 2022, the Company had $181.8 million of U.K. operating loss carryforwards that have an indefinite life.

The Company recognizes, in its consolidated financial statements, the effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company had no uncertain tax positions during the years ended of December 31, 2022 and 2021. There are no amounts of interest or penalties recognized in the consolidated statement of operations or accrued on the consolidated balance sheet for any period presented. The Company does not expect any material changes in these uncertain tax benefits within the next 12 months.

The Company files income tax returns in the United Kingdom, and in the United States for federal income taxes and in 11 jurisdictions for state income taxes. In the normal course of business, the Company is subject to examination by tax authorities in these jurisdictions. The 2021 and 2020 tax years remains open to examination the by HM Revenue & Customs. The statute of limitations for assessment with the Internal Revenue Service is generally three years from filing the tax return. As such, all years since 2019 in the U.S. remain open to examination. The Company is currently not under examination by jurisdictions for any tax years.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

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-Publisher FASB
-Name Accounting Standards Codification
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-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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+ Details

Commitments and contingencies

12 Months Ended

Dec. 31, 2022

Commitments and contingencies

Commitments and contingencies

11. Commitments and contingencies

Leases

On December 6, 2021 the Company entered into a lease of new office and laboratory space, in Cambridge, United Kingdom. The lease has a contractual period of 10 years, but may be cancelled by the Company on the fifth anniversary of the lease commencement date. The lease term is five years, representing the non-cancelable lease period, as it is not reasonably certain that the lease will not be cancelled. The Company has a contractual right to renew the lease for a further ten-year period, which also may be cancelled after five years. The annual rent is approximately $3.0 million, payable quarterly in advance beginning in June 2022, following a six-month rent-free period. There was no deposit paid in conjunction with the lease. The Company recorded a ROU asset of approximately $11.6 million and a lease liability of approximately $11.1 million at the lease commencement date, based on the present value of future lease payments, discounted at a 6.9%, the Company’s estimated incremental borrowing rate at the commencement of the lease, over the lease term. Rent expense is recognized on a straight-line basis over the five-year lease term, including the six-month rent-free period.

In October 2017, the Company entered into a lease agreement for office and laboratory space in Building 900, Babraham Research Campus, Cambridge, U.K. In March 2021, prior to the expiration of the lease, the Company concluded that it was reasonably certain that it would exercise its additional five-year lease renewal option, which was not included in the original lease term, and accounted for the change in lease term as a modification of the existing lease. The Company remeasured the ROU asset and lease liability by calculating the present value of expected lease payments, discounted at 7.70%, the Company’s estimated incremental borrowing rate at the date of the modification of the lease, over the remaining lease term. In December 2021, the lease was renewed. The annual rent for the new lease is approximately $0.6 million. Service charges are also payable based on floor area and are estimated to be approximately $0.2 million per year.

In September 2017, Bicycle Therapeutics Inc. entered into a lease agreement for office and laboratory space in Lexington, Massachusetts, which commenced on January 1, 2018. In conjunction with the lease agreement, Bicycle Therapeutics Inc. paid a security deposit of $0.2 million as well as prepaid rent of $0.1 million for the first month of the

third, fourth, and fifth year of the lease. The deposit is recorded in other assets in the consolidated balance sheets. In March 2022, Bicycle Therapeutics Inc. notified the landlord of its intent to exercise its option to extend the lease, originally set to expire on December 31, 2022, for a successive period through December 31, 2027, which successive period was not included in the original lease term. The Company accounted for the change in lease term as a modification of the existing lease and remeasured the ROU asset and lease liability by calculating the present value of lease payments, discounted at 7.0%, the Company’s incremental borrowing rate at the date of the modification of the lease, over the remaining lease term. In May 2022, the lease was extended. The payments for the extended lease are approximately $0.2 million remaining through December 31, 2022, $0.7 million in 2023, and increases annually pursuant to an escalation clause with the last year of the lease term having a per annum fixed rent obligation of $0.8 million.

The components of the Company’s lease expense are as follows (in thousands):


	Year Ended
	December 31,
	2022		2021		2020

Operating lease cost	$	3,790	$	1,224	$	896
Variable lease cost		1,643		612		662
Total lease cost	$	5,433	$	1,836	$	1,558

The weighted average remaining operating lease term was 4.2 years and 4.8 years as of December 31, 2022 and 2021, respectively, and the weighted average discount rate was 7.0% and 7.1% as of December 31, 2022 and 2021, respectively.

The following table summarizes the maturities of the Company’s operating leases as of December 31, 2022 (in thousands):


Year Ending December 31,
2023		3,972
2024		3,994
2025		4,016
2026		3,236
2027		821
Present value adjustment		(2,029)
Total lease liabilities		14,010
Less: current lease liabilities		(3,125)
Long term lease liabilities	$	10,885

The Company has entered into various agreements with contract research organizations to provide clinical trial services, contract manufacturing organizations to provide clinical trial materials and with vendors for preclinical research studies, synthetic chemistry and other services for operating purposes. These payments are not included in the table of operating lease payments above as the contracts are generally cancelable at any time upon less than 90 days’ prior written notice. The Company is not contractually able to terminate for convenience and avoid any and all future obligations to these vendors. In some cases, the Company is contractually obligated to make certain minimum payments to the vendors, based on the timing of the termination notification and the exact terms of the agreement.

Legal proceedings

From time to time, the Company or its subsidiaries may become involved in various legal proceedings and claims, either asserted or unasserted, which arise in the ordinary course of business. The Company is not currently subject to any material legal proceedings.

In September 2016, the Company’s subsidiary, BicycleRD, filed a complaint in the District Court of the Hague against Pepscan Systems B.V. and its affiliates (“Pepscan”) to contest the right of Pepscan to terminate a non-exclusive patent license agreement entered into with Pepscan in 2009 (“PLA”). On November 20, 2020, the Company entered into a settlement and license agreement with Pepscan regarding Bicycle’s use of Pepscan’s CLIPS peptide technology. The companies agreed to settle all intellectual property disputes worldwide. Under the terms of the settlement, Bicycle has been granted a license to use CLIPS peptide technology in the development of its product candidates BT1718 and THR-149. Bicycle paid €3 million in November 2020, paid €1 million on the first anniversary of the date of settlement, and will make additional future milestone payments upon the achievement of development, regulatory and commercial milestones, with an aggregate total value of $92.4 million. The Company recorded $4.7 million of expense related to the settlement and license agreement with Pepscan during the year ended December 31, 2020.

Founder Royalty arrangements

At the time BicycleRD Limited was organized, BicycleRD Limited entered into a royalty agreement with its founders and initial investors (the “Founder Royalty Agreement”). Pursuant to the Founder Royalty Agreement, as amended, the Company will pay a royalty rate in the low single digit percentages on net product sales under the collaborations with Oxurion and AstraZeneca to its founders and initial investors, for a period of 10 years from the first commercial sale on a country by country basis. No royalties have been earned or paid under Founder Royalty Agreement, as amended, to date.

Indemnification obligations

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has indemnification obligations towards members of its board of directors and officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification arrangements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnification obligations. The Company is not aware of any claims under indemnification arrangements, and therefore it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2022 and 2021.

Net loss per share

12 Months Ended

Dec. 31, 2022

Net loss per share

Net loss per share

12. Net loss per share

Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts):


	Year Ended
	December 31,
	2022		2021		2020
Numerator:
Net loss	$	(112,717)	$	(66,819)	$	(51,010)
Denominator:
Weighted average ordinary shares outstanding, basic and diluted		29,660,659		25,061,734		19,145,938
Net loss per share, basic and diluted	$	(3.80)	$	(2.67)	$	(2.66)

The Company’s potentially dilutive securities, which include options to purchase ordinary shares and restricted share units for ordinary shares, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of ordinary shares outstanding used to calculate both basic and diluted net loss per share is the same. The Company excluded the following potentially dilutive

ordinary shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:


	December 31,
	2022	2021	2020
Restricted ordinary shares	187,725	—	—
Options to purchase ordinary shares	5,898,888	4,603,486	3,736,663
	6,086,613	4,603,486	3,736,663

Benefit plans

12 Months Ended

Dec. 31, 2022

Benefit plans

Benefit plans

13. Benefit plans

The Company established a defined-contribution savings plan under Section 401(k) of the Code (the “401(k) Plan”). The 401(k) Plan covers all U.S. employees and allows participants to defer a portion of their annual compensation on a pre-tax basis. Matching contributions to the 401(k) Plan may be made at the discretion of the Company’s board of directors. During the years ended December 31, 2022, 2021 and 2020, the Company made contributions totaling $0.5 million, $0.3 million and $0.2 million, respectively, to the 401(k) Plan.

The Company provides a pension contribution plan for its employees in the United Kingdom, pursuant to which the Company may make contributions each year (“U.K Plan”). During the years ended December 31, 2022, 2021 and 2020, the Company made contributions totaling $1.4 million, $0.7 million and $0.5 million, respectively, to the U.K. Plan.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
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+ Details

Related party transactions

12 Months Ended

Dec. 31, 2022

Related party transactions

Related party transactions

14. Related party transactions

The Company has entered into Founder Royalty Agreements, as amended, with its founders and initial investors (Note 11). No royalties have been earned or paid under the Founder Royalty Agreements, as amended, to date.

The Chairman of the Company’s board of directors is associated with Stone Sunny Isles Inc. and Stone Atlanta Estates LLC, the successor-in-interest to Stone Sunny Isles Inc., which provided consultancy services to the Company totaling $0.2 million, $0.2 million and $0.2 million during each of the years ended December 31, 2022, 2021 and 2020, respectively.

Geographic information

12 Months Ended

Dec. 31, 2022

Geographic information

Geographic information

15. Geographic information

The Company operates in two geographic regions: the United States and the United Kingdom. Information about the Company’s long-lived assets, including operating lease ROU assets, held in different geographic regions is presented in the table below (in thousands):


	December 31,
	2022		2021
United States	$	4,466	$	1,095
United Kingdom		28,302		16,694
	$	32,768	$	17,789

The Company’s collaboration revenues are attributed to the operations of the Company in the United Kingdom.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

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+ Details

Subsequent events

12 Months Ended

Dec. 31, 2022

Subsequent events.

Subsequent events

16. Subsequent events

On January 26, 2023, the Company entered into a lease agreement for office and laboratory space in Cambridge, Massachusetts. The lease has a contractual period of approximately three years, which, subject to certain conditions, may be extended for an additional two years at the Company’s option. The annual rent is approximately $2.1 million in the first year of the lease and increases annually with the last year of the lease having annual rent of approximately $2.3 million. Annual rent is payable monthly in advance following a two-month rent-free period. In connection with the lease agreement, the Company is required to deliver to the landlord a security deposit in the form of a letter of credit of approximately $0.3 million.

Summary of significant accounting policies (Policies)

12 Months Ended

Dec. 31, 2022

Summary of significant accounting policies

Use of estimates

Significant risks and uncertainties

Foreign currency and currency translation

Concentrations of credit risk and of significant suppliers

Cash and cash equivalents

Accounts receivable

Deferred offering costs

Property and equipment


		Estimated Useful Life
Laboratory equipment		3 to 5 years
Leasehold improvements		Lesser of lease term or useful life
Computer equipment and software		3 years
Furniture and office equipment		3 to 5 years

Impairment of longlived assets

Impairment of long-lived assets

Fair value measurements

●

Level 1 — Quoted prices in active markets for identical assets or liabilities.

●

Debt issuance costs

Segment and geographic information

The Company operates in two geographic regions: the United Kingdom and the United States.

Leases

●

practical expedient to account for each lease component and related non-lease component as one single component. The lease component results in a ROU asset being recorded on the balance sheet.

Revenue recognition

For a complete discussion of accounting for collaboration revenues, see Note 9, “Significant agreements.”

Government grants

Research and development costs

Research and manufacturing contract costs and accruals

Research and development incentives and receivable

Patent costs

Share-based compensation

Recently adopted accounting pronouncements

Summary of significant accounting policies (Tables)

12 Months Ended

Dec. 31, 2022

Summary of significant accounting policies

Schedule of estimated useful lives of property and equipment


		Estimated Useful Life
Laboratory equipment		3 to 5 years
Leasehold improvements		Lesser of lease term or useful life
Computer equipment and software		3 years
Furniture and office equipment		3 to 5 years

Property and equipment, net (Tables)

12 Months Ended

Dec. 31, 2022

Property and equipment, net

Schedule of property and equipment, net

Property and equipment, net consisted of the following (in thousands):


	December 31,
	2022		2021
Laboratory equipment	$	14,872	$	6,746
Leasehold improvements		10,736		809
Computer equipment and software		441		143
Furniture and office equipment		924		225
		26,973		7,923
Less: Accumulated depreciation and amortization		(7,863)		(4,800)
	$	19,110	$	3,123

Accrued expenses and other current liabilities (Tables)

12 Months Ended

Dec. 31, 2022

Accrued expenses and other current liabilities

Schedule of accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	December 31,
	2022		2021
Accrued employee compensation and benefits	$	9,928	$	6,429
Accrued external research and development expenses		10,859		3,980
Accrued professional fees		1,068		882
Current portion of operating lease liabilities		3,125		2,383
Other		1,472		570
	$	26,452	$	14,244

Long-term debt (Tables)

12 Months Ended

Dec. 31, 2022

Long-term debt

Schedule of long term debt instruments

Long-term debt consisted of the following (in thousands):


	December 31,		December 31,
	2022		2021
Term loan payable	$	30,000	$	30,000
End of term charge		682		376
Unamortized debt issuance costs		(367)		(503)
Carrying value of term loan	$	30,315	$	29,873

Schedule of maturities of long term debt

Future principal payments, including the End of Term Charge, are as follows (in thousands):



Year Ending December 31,
2023	$	—
2024		—
2025		31,500
Total	$	31,500

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

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+ Details

Share-based compensation (Tables)

12 Months Ended

Dec. 31, 2022

Share-based compensation

Schedule of share based compensation expense

The Company recorded share-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands):


	Year Ended
	December 31,
	2022		2021		2020
Research and development expenses	$	10,394	$	4,974	$	2,603
General and administrative expenses		16,385		7,109		3,911
	$	26,779	$	12,083	$	6,514

Schedule of share option activity


	Number of			Weighted
	Shares	Weighted		Average	Aggregate
	Underlying	Average		Contractual	Intrinsic
	Share Options	Exercise Price		Term	Value
				(in years)	(in thousands)
Outstanding as of December 31, 2021	4,603,486	$	14.97	8.13	$	207,009
Granted	1,548,167		44.83	—		—
Exercised	(78,074)		12.67	—		—
Forfeited	(174,691)		27.92	—		—
Outstanding as of December 31, 2022	5,898,888	$	22.45	7.64	$	71,002
Vested and expected to vest as of December 31, 2022	5,898,888	$	22.45	7.64	$	71,002
Options exercisable as of December 31, 2022	3,352,315	$	13.93	6.87	$	55,749

Schedule of assumptions used to determine the fair value of share options granted


	Year Ended
	December 31,
	2022		2021		2020
Risk-free interest rate	2.2	%	0.6	%	1.3	%
Expected volatility	82.5	%	79.8	%	74.8	%
Expected dividend yield	—		—		—
Expected term (in years)	6.02		5.98		5.98

Schedule of restricted ordinary share award activity


	Number of Shares	Weighted-Average
	Underlying RSUs	Grant Date Fair Value
Unvested at December 31, 2021	—	$	—
Granted	222,725		60.86
Vested	(35,000)		60.86
Unvested at December 31, 2022	187,725	$	60.86

Significant agreements (Tables)

12 Months Ended

Dec. 31, 2022

Significant agreements.

Summary of revenue recognized from collaboration arrangements

The following table summarizes the revenue recognized in the Company’s consolidated statements of operations and comprehensive loss from these arrangements (in thousands):



	Year Ended
	December 31,
	2022		2021		2020
Collaboration revenues
Ionis	$	9,347	$	4,242	$	—
Genentech		3,565		5,660		4,896
Dementia Discovery Fund		386		391		436
AstraZeneca		1,165		1,404		2,696
Oxurion		—		—		2,362
Total collaboration revenues	$	14,463	$	11,697	$	10,390

Summary of changes in the balances of the Company's contract assets and liabilities

The following table presents changes in the balances of the Company’s contract liabilities (in thousands):


	Beginning Balance						Impact of		Ending Balance
	January 1,						Exchange		December 31,
	2022		Additions		Deductions		Rates		2022
Contract liabilities:
Deferred revenue
Ionis collaboration deferred revenue	$	34,115	$	99	$	(9,347)	$	(3,378)	$	21,489
Genentech collaboration deferred revenue		34,436		12,000		(3,565)		(3,563)		39,308
DDF collaboration deferred revenue		428		—		(386)		(42)		—
AstraZeneca collaboration deferred revenue		2,361		—		(1,165)		(120)		1,076
Total deferred revenue	$	71,340	$	12,099	$	(14,463)	$	(7,103)	$	61,873


	Beginning Balance						Impact of		Ending Balance
	January 1,						Exchange		December 31,
	2021		Additions		Deductions		Rates		2021
Contract liabilities:
Deferred revenue
Ionis collaboration deferred revenue	$	3,000	$	36,002	$	(4,242)	$	(645)	$	34,115
Genentech collaboration deferred revenue		27,579		13,000		(5,660)		(483)		34,436
DDF collaboration deferred revenue		821		—		(391)		(2)		428
AstraZeneca collaboration deferred revenue		3,756		54		(1,404)		(45)		2,361
Total deferred revenue	$	35,156	$	49,056	$	(11,697)	$	(1,175)	$	71,340

Summary of recognition of revenues as a result of changes in contract asset and contract liability balances


	Year Ended
	December 31,
	2022		2021		2020
Revenue recognized in the period from:
Revenue recognized based on proportional performance	$	12,358	$	9,652	$	6,326
Revenue recognized based on expiration of material rights		1,433		1,876		1,702
Revenue recognized based on changes in transaction price		672		169		—
Total	$	14,463	$	11,697	$	8,028

Ionis

Significant agreements.

Summary of allocation of transaction price to separate performance obligations

Based on the relative standalone selling price, the allocation of the transaction price to the separate performance obligations is as follows (in thousands):


	Allocation of
Performance Obligations	Transaction Price
Combined licenses and research and discovery performance obligation	$	34,100
Four material rights associated with credits for IND Acceptance fees		3,900
	$	38,000

Genentech

Significant agreements.

Summary of allocation of transaction price to separate performance obligations

Based on the relative standalone selling price, the allocation of the transaction price to the separate performance obligations is as follows (in thousands):


	Allocation of
Performance Obligations	Transaction Price
Genentech Collaboration Program #1 Performance Obligation	$	4,019
Genentech Collaboration Program #2 Performance Obligation		8,037
Specified Targeting Arm Material Right Arm for Genentech Collaboration Program #1		352
Two material rights associated with the LSR Go Option for Collaboration Programs #1 and #2		12,400
Material rights associated with limited substitution rights		1,187
Two material rights for Expansion Options		7,005
	$	33,000

AstraZeneca

Significant agreements.

Summary of allocation of transaction price to separate performance obligations

Based on the relative standalone selling price, the allocation of the transaction price to the separate performance obligations was as follows (in thousands):


	Allocation of
Performance Obligations	Transaction Price
Target Three Research License and Related Services	$	650
Target 3 Material Right		1,504
Target 4 Material Right		1,204
Target 5 Material Right		1,165
Target 6 Material Right		1,127
	$	5,650

Income taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income taxes

Schedule of components of net loss before tax provision from income taxes

The components of net loss before income tax provision are as follows (in thousands):


	Year Ended
	December 31,
	2022		2021		2020
United Kingdom	$	(116,275)	$	(69,546)	$	(52,521)
United States		2,034		1,064		787
Total	$	(114,241)	$	(68,482)	$	(51,734)

Schedule of components of the benefit for income taxes

The components of the benefit for income taxes are as follows (in thousands):


	Year Ended
	December 31,
	2022		2021		2020
Current income tax provision (benefit)
Federal	$	2,048	$	(2)	$	(24)
State		1,404		7		(27)
Total current income tax provision (benefit)		3,452		5		(51)
Deferred income tax (benefit) provision
Federal		(4,111)		(1,236)		(435)
State		(865)		(432)		(238)
Total deferred income tax (benefit)		(4,976)		(1,668)		(673)
Total benefit from income taxes	$	(1,524)	$	(1,663)	$	(724)

Schedule of reconciliation of the provision (benefit) for income taxes


	Year Ended
	December 31,
	2022		2021		2020
Benefit for income taxes at statutory rate	19	%	19	%	19	%
(Decreases) increases resulting from:
Federal tax credits	0.3	%	0.6	%	0.9	%
Change in valuation allowance	(16.8)	%	(27.0)	%	(15.4)	%
Net losses surrendered for research credit	(6.5)	%	(5.9)	%	(6.2)	%
Impact of statutory rate change	11.3	%	12.1	%	1.8	%
Impact of foreign exchange rates	(9.9)	%	—	%	1.3	%
Other	3.9	%	3.6	%	—	%
Effective income tax rate	1.3	%	2.4	%	1.4	%

Schedule of significant components of the Company's current and deferred tax assets

Significant components of the Company’s current and deferred tax assets are as follows (in thousands):



	December 31,
	2022		2021
Deferred tax assets:
Operating loss carryforwards	$	45,452	$	30,536
Research credit carryforwards		—		1,862
Operating lease liability		3,566		3,626
Share-based compensation		9,842		4,406
Capitalized research and development expenses		5,168		—
Accrued expenses and other		2,318		1,496
Total deferred tax assets		66,346		41,926
Deferred tax liabilities:
Operating lease right-of-use asset		(3,474)		(3,665)
Depreciation & amortization		(933)		(439)
Total deferred tax liabilities		(4,407)		(4,104)
Valuation allowance		(53,743)		(34,601)
Net deferred tax assets	$	8,196	$	3,221

Commitments and contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and contingencies

Schedule of components of lease expense

The components of the Company’s lease expense are as follows (in thousands):


	Year Ended
	December 31,
	2022		2021		2020

Operating lease cost	$	3,790	$	1,224	$	896
Variable lease cost		1,643		612		662
Total lease cost	$	5,433	$	1,836	$	1,558

Schedule of maturities of operating leases

The following table summarizes the maturities of the Company’s operating leases as of December 31, 2022 (in thousands):


Year Ending December 31,
2023		3,972
2024		3,994
2025		4,016
2026		3,236
2027		821
Present value adjustment		(2,029)
Total lease liabilities		14,010
Less: current lease liabilities		(3,125)
Long term lease liabilities	$	10,885

Net loss per share (Tables)

12 Months Ended

Dec. 31, 2022

Net loss per share

Schedule of basic and diluted net loss attributable to ordinary shareholders

Basic and diluted net loss per share was calculated as follows (in thousands, except share and per share amounts):


	Year Ended
	December 31,
	2022		2021		2020
Numerator:
Net loss	$	(112,717)	$	(66,819)	$	(51,010)
Denominator:
Weighted average ordinary shares outstanding, basic and diluted		29,660,659		25,061,734		19,145,938
Net loss per share, basic and diluted	$	(3.80)	$	(2.67)	$	(2.66)

Schedule of antidilutive securities excluded from computation of diluted net loss per share


	December 31,
	2022	2021	2020
Restricted ordinary shares	187,725	—	—
Options to purchase ordinary shares	5,898,888	4,603,486	3,736,663
	6,086,613	4,603,486	3,736,663

Geographic information (Tables)

12 Months Ended

Dec. 31, 2022

Geographic information

Schedule of long-lived assets, including operating lease right-of-use assets, held in different geographic regions


	December 31,
	2022		2021
United States	$	4,466	$	1,095
United Kingdom		28,302		16,694
	$	32,768	$	17,789

Nature of the business and basis of presentation - Liquidity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Nature of the business and basis of presentation
Cash and cash equivalents	$ 339,154	$ 438,680
Net loss	112,717	66,819	$ 51,010
Accumulated deficit	$ 331,096	$ 218,379

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Summary of significant accounting policies - Foreign currency and currency translation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Summary of significant accounting policies
Foreign exchange gain (loss)	$ (0.6)	$ 0.4	$ 0.6

Summary of significant accounting policies - Cash and cash equivalents (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
Summary of significant accounting policies
Cash equivalents	$ 276.1	$ 100.0

Summary of significant accounting policies - Property and equipment (Details)	12 Months Ended
	Dec. 31, 2022
Computer equipment and software
Property and equipment
Estimated Useful Life	3 years
Minimum \| Laboratory equipment
Property and equipment
Estimated Useful Life	3 years
Minimum \| Furniture and office equipment
Property and equipment
Estimated Useful Life	3 years
Maximum \| Laboratory equipment
Property and equipment
Estimated Useful Life	5 years
Maximum \| Furniture and office equipment
Property and equipment
Estimated Useful Life	5 years

Summary of significant accounting policies - Fair value measurements (Details) - Recurring - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Fair value of financial assets and liabilities
Assets at fair value	$ 0	$ 0
Liabilities at fair value	$ 0	$ 0

Summary of significant accounting policies - Government grants (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Summary of significant accounting policies
Reduction of research and development related to government grant arrangements	$ 1.5	$ 3.0	$ 0.7
Government grant funding remaining for future cost reimbursement	$ 1.1

Summary of significant accounting policies - Research and development incentives and receivable (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Research and development incentives and receivable
Maximum percentage of surrenderable losses	14.50%
Reduction of research and development	$ 19.3	$ 10.8	$ 8.4

Summary of significant accounting policies - Share based compensation (Details)	12 Months Ended
	Dec. 31, 2022
Summary of significant accounting policies
Expected dividend yield	0.00%

Fair value of financial assets and liabilities - Financial assets and liabilities measured at fair value (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair value of financial assets and liabilities
Cash equivalents	$ 276.1	$ 100.0
Level 1 \| Recurring
Fair value of financial assets and liabilities
Cash equivalents	$ 276.1	$ 100.0
Term deposit maturity period	30 days

Property and equipment, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Property and equipment, net
Property and equipment, gross	$ 26,973	$ 7,923
Less: Accumulated depreciation and amortization	(7,863)	(4,800)
Property and equipment, net	19,110	3,123
Depreciation expense	3,700	1,400	$ 1,300
Laboratory equipment
Property and equipment, net
Property and equipment, gross	14,872	6,746
Laboratory equipment was not yet placed in service	2,300
Leasehold improvements
Property and equipment, net
Property and equipment, gross	10,736	809
Computer equipment and software
Property and equipment, net
Property and equipment, gross	441	143
Furniture and office equipment
Property and equipment, net
Property and equipment, gross	$ 924	$ 225

Accrued expenses and other current liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Accrued expenses and other current liabilities
Accrued employee compensation and benefits	$ 9,928	$ 6,429
Accrued external research and development expenses	10,859	3,980
Accrued professional fees	1,068	882
Current portion of operating lease liabilities	$ 3,125	$ 2,383
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities
Other	$ 1,472	$ 570
Accrued expenses and other current liabilities	$ 26,452	$ 14,244

Long-term debt (Details) - USD ($) $ / shares in Units, $ in Thousands					12 Months Ended
	Jul. 15, 2022	Mar. 15, 2022	Oct. 01, 2020	Sep. 30, 2020	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Mar. 10, 2021
Debt Instrument [Line Items]
Borrowing option to prepay subject to minimum debt outstanding					$ 5,000
End term charge rate					5.00%
Additional interest rate event of default					5.00%
Aggregate purchase price					$ 5,703	$ 290,984	$ 48,144
Net proceeds					$ 5,703	290,984	48,144
Prepayment occurs in second year
Debt Instrument [Line Items]
Prepayment rate					1.50%
Prepayment occurs after year two
Debt Instrument [Line Items]
Prepayment rate					1.00%
At the market offering
Debt Instrument [Line Items]
Aggregate purchase price					$ 5,900	$ 105,800	$ 50,000
Issuance of ADSs, net of commissions and offering expenses (in shares)					181,455	3,771,684	2,928,813
Net proceeds					$ 5,700	$ 102,600	$ 48,100
Prime Rate
Debt Instrument [Line Items]
Debt instrument stated percentage						8.85%	8.85%
Basis spread variable rate						5.60%	5.60%
Maximum \| Hercules
Debt Instrument [Line Items]
Aggregate purchase price				$ 2,000
Second Amendment to LSA
Debt Instrument [Line Items]
Debt instrument stated percentage	8.05%
Second Amendment to LSA \| Prime Rate
Debt Instrument [Line Items]
Basis spread variable rate	4.55%
Second Amendment to LSA \| Maximum
Debt Instrument [Line Items]
Term loan	$ 45,000
Debt instrument stated percentage	9.05%
Term Loan
Debt Instrument [Line Items]
Maximum borrowing	$ 75,000
Initial Term Loan
Debt Instrument [Line Items]
Fees and transaction costs				600
Debt instrument effective percentage					10.80%
Interest expense					$ 3,200	$ 2,900	$ 400
Additional Term Loan One
Debt Instrument [Line Items]
Additional term loan expired unexercised.		$ 10,000
Loan and Security Agreement \| Term Loan
Debt Instrument [Line Items]
Maximum borrowing				40,000
Loan and Security Agreement \| Initial Term Loan
Debt Instrument [Line Items]
Term loan				15,000
Loan and Security Agreement \| Additional Term Loan One
Debt Instrument [Line Items]
Term loan				15,000				$ 15,000
Loan and Security Agreement \| Additional Term Loan Two
Debt Instrument [Line Items]
Term loan				$ 10,000
Sales Agreement \| Hercules \| At the market offering
Debt Instrument [Line Items]
Issuance of ADSs, net of commissions and offering expenses (in shares)			98,100
Share issue price			$ 19.05
Net proceeds			$ 1,800

Long-term debt - Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Long-term debt
Term loan payable	$ 30,000	$ 30,000
End of term charge	682	376
Unamortized debt issuance costs	(367)	(503)
Carrying value of term loan	$ 30,315	$ 29,873

- Definition

Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Long-term debt - Future Principal Payments (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Long-term debt
2023	$ 0
2024	0
2025	31,500
Total	$ 31,500

Ordinary shares (Details)	12 Months Ended
Ordinary shares (Details)	Dec. 31, 2022 Vote £ / shares shares	Dec. 31, 2021 £ / shares shares
Ordinary shares.
Vote per ordinary share \| Vote	1
Ordinary shares, shares authorized \| shares	57,820,181	55,295,420
Ordinary shares, nominal value \| £ / shares	£ 0.01	£ 0.01

Ordinary shares - Share Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Oct. 15, 2021	Jul. 09, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Gross proceeds before discounts and commissions			$ 5,703	$ 290,984	$ 48,144
Net proceeds			5,703	290,984	48,144
Offering expenses			$ 200	16,100	$ 1,900
American Depositary Shares
Class of Stock [Line Items]
Gross proceeds before discounts and commissions	$ 201,300
Net proceeds	$ 188,400
Ionis Share Purchase Agreement
Class of Stock [Line Items]
Gross proceeds before discounts and commissions				$ 7,558
At the market offering
Class of Stock [Line Items]
Shares issued (in shares)			181,455	3,771,684	2,928,813
Gross proceeds before discounts and commissions			$ 5,900	$ 105,800	$ 50,000
Net proceeds			5,700	102,600	48,100
Offering expenses			$ 200	$ 3,200	$ 1,900
Underwritten Public Offering \| American Depositary Shares
Class of Stock [Line Items]
Shares issued (in shares)	3,726,852
Price per share	$ 54.00
Ionis \| Ionis Share Purchase Agreement
Class of Stock [Line Items]
Shares issued (in shares)		282,485
Gross proceeds before discounts and commissions		$ 11,000
Price per share		$ 38.94
Fair value of shares held		$ 7,600
Ionis \| Ionis Share Purchase Agreement \| American Depositary Shares
Class of Stock [Line Items]
Price per share		$ 31.11

Share-based compensation (Details)	1 Months Ended		12 Months Ended
Share-based compensation (Details)	Jun. 30, 2020 installment shares	May 31, 2019 shares	Dec. 31, 2022 installment shares	Jan. 01, 2023 shares	Jun. 27, 2022 shares	Jan. 01, 2022 shares	Dec. 31, 2021 shares
Stock option
Share-based compensation.
Shares outstanding			5,898,888				4,603,486
Employee Share Purchase Plan
Share-based compensation.
Number of shares reserved for issuance				298,738
Percentage of annual increase in reserves on total number of ordinary shares outstanding		1.00%
Number of ordinary shares reserved for issuance		215,000	901,675
Number of shares available for issuance		430,000
2020 Plan
Share-based compensation.
Number of shares reserved for issuance	4,773,557		1,082,274	1,493,694	750,000	1,478,968
Shares issued (in shares)	574,679
Percentage of annual increase in reserves on total number of ordinary shares outstanding	5.00%
2020 Plan \| Stock option
Share-based compensation.
Shares outstanding			3,172,533
Contractual life	10 years
2020 Plan \| Stock option \| Non-employee Director
Share-based compensation.
Vesting period	3 years
2020 Plan \| Stock option \| First anniversary
Share-based compensation.
Vesting Percentage	25.00%
2020 Plan \| Stock option \| Employee
Share-based compensation.
Vesting period	4 years
2020 Plan \| Stock option \| Employee \| Remaining equal installments
Share-based compensation.
Number of equal monthly installments for vesting remaining awards \| installment	36
2020 Plan \| Restricted ordinary shares
Share-based compensation.
Vesting period			4 years
Right to receive upon vesting			1
RSUs outstanding under the 2020 Plan.			187,725
2020 Plan \| Restricted ordinary shares \| First anniversary
Share-based compensation.
Vesting Percentage			25.00%
2020 Plan \| Restricted ordinary shares \| Remaining equal installments
Share-based compensation.
Number of equal quarterly installments for vesting remaining awards \| installment			12
2019 Plan
Share-based compensation.
Number of shares reserved for issuance	544,866
2019 Plan \| Stock option
Share-based compensation.
Shares outstanding	3,654,012		2,133,437
Contractual life			10 years
2019 Plan \| Minimum \| Stock option
Share-based compensation.
Vesting period			3 years
2019 Plan \| Maximum \| Stock option
Share-based compensation.
Vesting period			4 years
Pre-IPO Share Options and restricted shares \| Stock option \| First anniversary
Share-based compensation.
Vesting Percentage			25.00%
Pre-IPO Share Options and restricted shares \| Stock option \| Employee \| Remaining equal installments
Share-based compensation.
Number of equal monthly installments for vesting remaining awards \| installment			36

Share-based compensation - Share based compensation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share based compensation expense
Total share-based compensation expense	$ 26,779	$ 12,083	$ 6,514
Research and development expenses
Share based compensation expense
Total share-based compensation expense	10,394	4,974	2,603
General and administrative expenses
Share based compensation expense
Total share-based compensation expense	$ 16,385	$ 7,109	$ 3,911

Share-based compensation - Share Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Additional Information
Total share-based compensation expense	$ 26,779	$ 12,083	$ 6,514
Stock option
Number of Shares
Outstanding number of shares at beginning	4,603,486
Granted	1,548,167
Exercised	(78,074)
Forfeited	(174,691)
Outstanding number of shares at end	5,898,888	4,603,486
Number of shares, vested and expected to vest	5,898,888
Number of shares, options exercisable	3,352,315
Weighted Average Exercise Price
Weighted average exercise price at beginning	$ 14.97
Granted	44.83
Exercised	12.67
Forfeited	27.92
Weighted average exercise price at ending	22.45	$ 14.97
Weighted average exercise price, vested and expected to vest	22.45
Weighted average exercise price, options exercisable	$ 13.93
Weighted Average Contractual Term
Weighted average contractual term, outstanding	7 years 7 months 20 days	8 years 1 month 17 days
Weighted average contractual term, vested and expected to vest	7 years 7 months 20 days
Weighted average contractual term ,options exercisable	6 years 10 months 13 days
Aggregate Intrinsic Value
Aggregate intrinsic value outstanding	$ 71,002	$ 207,009
Aggregate intrinsic value, vested and expected to vest	71,002
Aggregate intrinsic value, options exercisable	$ 55,749
Additional Information
Granted	$ 31.45	$ 15.66	$ 7.87
Exercised	$ 1,500	$ 22,000	$ 1,300
Total share-based compensation expense	$ 21,900	$ 12,100	$ 6,500

Share-based compensation - Assumptions used in the Black Scholes option pricing model to determine the fair value of share options (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-based compensation.
Expected dividend yield	0.00%
Stock option \| Employees and directors
Share-based compensation.
Risk-free interest rate	2.20%	0.60%	1.30%
Expected volatility	82.50%	79.80%	74.80%
Expected term (in years)	6 years 7 days	5 years 11 months 23 days	5 years 11 months 23 days
Unrecognized compensation expense
Total unrecognized compensation expense related to the unvested employee and director	$ 50.1
Unrecognized compensation cost expected to be recognized over a weighted average period	2 years 9 months 18 days

Share-based compensation - Restricted Share Units (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Restricted shares
Total share-based compensation expense	$ 26,779	$ 12,083	$ 6,514
Restricted ordinary shares \| 2020 Plan
Number of Shares Underlying RSUs
Granted	222,725
Vested	(35,000)
Unvested restricted ordinary shares at ending	187,725
Weighted Average Grant Date Fair Value
Granted	$ 60.86
Vested	60.86
Weighted average grant date fair value unvested, Ending Balance	$ 60.86
Restricted shares
Fair value of employee restricted share awards vested	$ 2,100	0	0
Total share-based compensation expense	4,900	$ 0	$ 0
Unrecognized compensation cost	$ 8,600
Weighted average Period	3 years

Significant agreements - Collaboration revenues (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Significant agreements.
Collaboration revenues	$ 14,463	$ 11,697	$ 10,390
Ionis
Significant agreements.
Collaboration revenues	9,347	4,242	0
Genentech
Significant agreements.
Collaboration revenues	3,565	5,660	4,896
Dementia Discovery Fund
Significant agreements.
Collaboration revenues	386	391	436
AstraZeneca
Significant agreements.
Collaboration revenues	$ 1,165	$ 1,404	2,696
Oxurion
Significant agreements.
Collaboration revenues			$ 2,362

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Significant agreements - Ionis Evaluation and Option Agreement (Details) - USD ($) $ in Thousands			1 Months Ended	12 Months Ended
	Jul. 09, 2021	Dec. 31, 2020	Jan. 31, 2021	Dec. 31, 2022	Dec. 31, 2020	Dec. 31, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Deferred revenue		$ 35,156		$ 61,873	$ 35,156	$ 71,340
Ionis Evaluation and Option Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Term of the Evaluation Period (in months)		4 months
Upfront cash payment	$ 3,000		$ 3,000	$ 3,000	3,000
Threshold period of notice required for termination of agreement				30 days
Deferred revenue		$ 3,000			$ 3,000

Significant agreements - Ionis Collaboration Agreement (Details) $ in Millions		1 Months Ended			12 Months Ended
	Jul. 09, 2021 USD ($) item	Oct. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jan. 31, 2021 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2020 USD ($)
Ionis
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Period for which research and discovery activities will be performed with no additional consideration	3 years
Upfront cash payment	$ 31.0
Number of payments of a mid-single-digit million dollar, failing to achieve the specified development diligence \| item	3
Number of collaboration targets \| item	4
Number of years over which royalty is payable	10 years
Ionis Evaluation and Option Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront cash payment	$ 3.0			$ 3.0	$ 3.0	$ 3.0
Amended Ionis
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront cash payment			$ 1.6
Amended Ionis \| Service for initial six month
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront cash payment			$ 0.8
Amended Ionis \| Service for additional six month
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront cash payment		$ 0.8

Significant agreements - Ionis Share Purchase Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Oct. 15, 2021	Jul. 09, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate purchase price			$ 5,703	$ 290,984	$ 48,144
American Depositary Shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate purchase price	$ 201,300
Ionis Share Purchase Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate purchase price				$ 7,558
Ionis
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Transaction price		$ 38,000	$ 38,000
Ionis \| Ionis Share Purchase Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase price per share		$ 38.94
Aggregate purchase price		$ 11,000
Fair value of shares held		7,600
Transaction price		$ 3,400
Ionis \| Ionis Share Purchase Agreement \| American Depositary Shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase price per share		$ 31.11

Significant agreements - Ionis (Details) $ in Thousands		1 Months Ended			12 Months Ended
Significant agreements - Ionis (Details) $ in Thousands	Jul. 09, 2021 USD ($) item	Oct. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jan. 31, 2021 USD ($)	Dec. 31, 2022 USD ($) item	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Collaboration revenues					$ 14,463	$ 11,697	$ 10,390
Deferred revenue			$ 71,340		$ 61,873	71,340	35,156
Ionis
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of material rights associated with future payments \| item					4
Number of collaboration targets \| item	4
Total transaction price initially determined	$ 38,000				$ 38,000
Upfront cash payment	31,000
Estimated amount payable to CROs	600
Expected period for satisfaction of performance obligations					3 years
Material rights exercise period					4 years
Collaboration revenues					$ 9,347	4,242	0
Deferred revenue			34,115		21,489	$ 34,115	3,000
Ionis \| Combined licenses and research and discovery performance obligation
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total transaction price initially determined					34,100
Ionis \| Four material rights associated with credits for IND Acceptance fees
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total transaction price initially determined					3,900
Ionis \| Ionis Share Purchase Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Total transaction price initially determined	3,400
Ionis Evaluation and Option Agreement
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront cash payment	$ 3,000			$ 3,000	$ 3,000		3,000
Deferred revenue							$ 3,000
Amended Ionis
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Upfront cash payment			1,600
Collaboration revenues		$ 800	$ 800

Significant agreements - Genentech Collaboration Agreement (Details) $ in Thousands		1 Months Ended			12 Months Ended
	Feb. 21, 2020 USD ($) item	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Nov. 30, 2021 USD ($)	Dec. 31, 2022 USD ($) item	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Oct. 31, 2021 USD ($)	Mar. 31, 2021 USD ($)
Significant agreements.
Collaboration revenues					$ 14,463	$ 11,697	$ 10,390
Deferred revenue		$ 61,873			61,873	71,340	35,156
Genentech
Significant agreements.
Number of potential development candidates \| item	4
Upfront cash payment	$ 30,000
Number of immuno oncology targets \| item	2
Additional number of immuno oncology targets \| item	2
Expansion Fee	$ 10,000
Milestone payments, receivable									$ 2,000
Transaction price	31,000	33,000			33,000				$ 33,000
Collaboration revenues					3,565	5,660	4,896
Deferred revenue		39,308			$ 39,308	$ 34,436	$ 27,579
Genentech \| Royalty
Significant agreements.
Number of years over which royalty is payable					10 years
Genentech \| Maximum
Significant agreements.
Milestone payments, receivable	200,000
Genentech \| Development milestone \| Maximum
Significant agreements.
Milestone payments, receivable	65,000
Genentech \| Regulatory milestone \| Maximum
Significant agreements.
Milestone payments, receivable	$ 135,000
Genentech \| Collaboration Program 1 Performance Obligation
Significant agreements.
Transaction price		4,019			$ 4,019
Genentech \| Collaboration Program 2 Performance Obligation
Significant agreements.
Transaction price		8,037			8,037
Genentech \| Collaboration Program 3 Performance Obligation
Significant agreements.
Expansion Fee				$ 10,000
Milestone payments, receivable								$ 1,000
Transaction price								11,000
Material rights								$ 3,500
Collaboration revenues		8,400
Amount of estimate of variable consideration		$ 2,000
Genentech \| Collaboration Program 3 Performance Obligation \| Maximum
Significant agreements.
Period over which performance obligations will be performed		3 years
Genentech \| Collaboration Program 3 Performance Obligation \| Minimum
Significant agreements.
Period over which performance obligations will be performed		2 years
Genentech \| Collaboration Program 4 Performance Obligation
Significant agreements.
Expansion Fee			$ 10,000
Material rights			3,500
Collaboration revenues			5,300
Deferred revenue			$ 100
Genentech \| Collaboration Program 4 Performance Obligation \| Maximum
Significant agreements.
Period over which performance obligations will be performed			3 years
Genentech \| Collaboration Program 4 Performance Obligation \| Minimum
Significant agreements.
Period over which performance obligations will be performed			2 years
Genentech \| Specified Targeting Arm Material Right Arm Program One
Significant agreements.
Number of initial collaboration programs exercised \| item	1
Option fee for development and exploitation rights	$ 1,000
Milestone payments, receivable	$ 1,000
Transaction price		$ 352			352
Genentech \| Material rights for associated and limited substitution rights
Significant agreements.
Transaction price		1,187			1,187
Deferred revenue		700	$ 700		$ 700
Genentech \| Two material rights associated with the LSR Go Option for Collaboration Programs One And Two
Significant agreements.
Number of collaboration programs \| item	2				2
Transaction price		12,400			$ 12,400
Genentech \| Material rights associated with the LSR Go Option for Collaboration Programs Three
Significant agreements.
Deferred revenue		7,400			$ 7,400
Genentech \| Material rights associated with the LSR Go Option for Collaboration Programs Four
Significant agreements.
Deferred revenue			$ 7,400
Genentech \| Two material rights for Expansion Options
Significant agreements.
Number of expansion option collaboration programs \| item	2				2
Transaction price		$ 7,005			$ 7,005
Genentech \| Collaboration Program One and Two Performance Obligation
Significant agreements.
Material rights exercise period					4 years
Genentech \| Collaboration Program One and Two Performance Obligation \| Maximum
Significant agreements.
Regulatory, and initial commercialization milestones, payments receivable	$ 200,000
Period over which performance obligations will be performed					3 years
Genentech \| Collaboration Program One and Two Performance Obligation \| Minimum
Significant agreements.
Period over which performance obligations will be performed					2 years

Significant agreements - Dementia Discovery Fund Agreement (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Dec. 31, 2020	May 31, 2019	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Significant agreements.
Collaboration revenues			$ 14,463	$ 11,697	$ 10,390
Deferred revenue	$ 35,156		61,873	71,340	35,156
Dementia Discovery Fund
Significant agreements.
Upfront cash payment		$ 1,100
Potential milestone payments		$ 700	600
Threshold period for exercising option to establish a jointly-owned new company		90 days
Option to purchase ownership of new entity		34.00%
Threshold period of notice required for termination of agreement		60 days
Transaction price		$ 1,100
Collaboration revenues			386	391	436
Deferred revenue	821		$ 0	$ 428	$ 821
Dementia Discovery Fund \| NewCo
Significant agreements.
Option to purchase ownership of new entity		66.00%
Threshold period in which Newco shall have the right to initiate a new research program		2 years
Dementia Discovery Fund \| NewCo \| Maximum
Significant agreements.
Total voting rights related to ownership interests		50.00%
Dementia Discovery Fund \| Specific scientific criteria milestone
Significant agreements.
Milestone payment received	$ 500

Significant agreements - AstraZeneca Collaboration Agreement (Details) $ in Thousands		1 Months Ended		12 Months Ended
	May 31, 2018 USD ($)	May 31, 2018 USD ($) item	Nov. 30, 2016 item	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Jun. 30, 2019 USD ($)
Significant agreements.
Collaboration revenues				$ 14,463	$ 11,697	$ 10,390
Deferred revenue				61,873	71,340	35,156
AstraZeneca
Significant agreements.
Option fee for development and exploitation rights		$ 5,000
Research term	3 years
Bicycle research term	1 year
AstraZeneca research	2 years
Additional research term	12 months
Transaction price	$ 5,700	5,700
Collaboration revenues				1,165	1,404	2,696
Deferred revenue				1,076	$ 2,361	$ 3,756
AstraZeneca \| Development Milestone
Significant agreements.
Transaction price	700	700
AstraZeneca \| Development Milestone \| Development milestone
Significant agreements.
Milestone payments, receivable	29,000	29,000
AstraZeneca \| Regulatory Milestone \| Regulatory milestone
Significant agreements.
Milestone payments, receivable	23,000	23,000
AstraZeneca \| Commercial milestone \| Commercial milestone
Significant agreements.
Milestone payments, receivable	$ 110,000	110,000
AstraZeneca \| Maximum
Significant agreements.
Additional research term	15 months
AstraZeneca \| 2016 Collaboration Agreement
Significant agreements.
Biological Targets \| item			2
AstraZeneca \| May 2018 Option Exercise
Significant agreements.
Option fee for development and exploitation rights		$ 5,000
Number of FTE \| item		2
Transaction price				5,650			$ 6,300
AstraZeneca \| May 2018 Option Exercise \| Commercialization license per candidate
Significant agreements.
Customer option payment	$ 8,000	$ 8,000
AstraZeneca \| May 2018 Option Exercise \| Target Three Research License and Related Services
Significant agreements.
Transaction price				650
AstraZeneca \| May 2018 Option Exercise \| Target 3 Material Right
Significant agreements.
Transaction price				1,504
AstraZeneca \| May 2018 Option Exercise \| Target 4 Material Right
Significant agreements.
Transaction price				1,204
AstraZeneca \| May 2018 Option Exercise \| Target 5 Material Right
Significant agreements.
Transaction price				1,165
AstraZeneca \| May 2018 Option Exercise \| Target 6 Material Right
Significant agreements.
Transaction price				$ 1,127

Significant agreements - Oxurion Collaboration Agreement (Details) € in Millions	12 Months Ended
	Dec. 31, 2022 USD ($)	Dec. 31, 2022 EUR (€)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2022 EUR (€)
Significant agreements.
Deferred revenue \| $	$ 61,873,000		$ 71,340,000	$ 35,156,000
Oxurion
Significant agreements.
Threshold period of notice required for termination of agreement	90 days	90 days
Revenue recognized \| $	$ 0		$ 0	$ 2,400,000
Deferred revenue \| $	$ 0
Oxurion \| Development milestone
Significant agreements.
Potential milestone payments					€ 8.3
Revenue under contracts with customer from milestone payment		€ 3.8
Oxurion \| Regulatory milestone
Significant agreements.
Potential milestone payments					16.5
Oxurion \| Granting first regulatory approval or first indication
Significant agreements.
Potential milestone payments					€ 5.0

Significant agreements - Summary of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Contract liabilities:
Beginning Balance	$ 71,340	$ 35,156
Additions	12,099	49,056
Deductions	(14,463)	(11,697)
Impact of Exchange Rates	(7,103)	(1,175)
Ending Balance	61,873	71,340
Ionis
Contract liabilities:
Beginning Balance	34,115	3,000
Additions	99	36,002
Deductions	(9,347)	(4,242)
Impact of Exchange Rates	(3,378)	(645)
Ending Balance	21,489	34,115
Genentech
Contract liabilities:
Beginning Balance	34,436	27,579
Additions	12,000	13,000
Deductions	(3,565)	(5,660)
Impact of Exchange Rates	(3,563)	(483)
Ending Balance	39,308	34,436
Dementia Discovery Fund
Contract liabilities:
Beginning Balance	428	821
Deductions	(386)	(391)
Impact of Exchange Rates	(42)	(2)
Ending Balance	0	428
AstraZeneca
Contract liabilities:
Beginning Balance	2,361	3,756
Additions		54
Deductions	(1,165)	(1,404)
Impact of Exchange Rates	(120)	(45)
Ending Balance	$ 1,076	$ 2,361

Significant agreements - Deferred revenue (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred revenue
Contract assets	$ 0	$ 0
Deferred revenue	61,873,000	71,340,000	$ 35,156,000
Ionis
Deferred revenue
Deferred revenue	21,489,000	34,115,000	3,000,000
Ionis \| Deferred revenue material rights option
Deferred revenue
Deferred revenue	3,400,000
Genentech
Deferred revenue
Deferred revenue	39,308,000	34,436,000	27,579,000
Genentech \| Deferred revenue material rights option
Deferred revenue
Deferred revenue	27,300,000
AstraZeneca
Deferred revenue
Deferred revenue	1,076,000	$ 2,361,000	$ 3,756,000
AstraZeneca \| Target 4 and Target 5 Material Rights
Deferred revenue
Deferred revenue	$ 1,100,000

Significant agreements - Revenue recognition due to changes in contract assets and liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Significant agreements
Revenue recognized based on proportional performance	$ 12,358	$ 9,652	$ 6,326
Revenue recognized based on expiration of material rights	1,433	1,876	1,702
Revenue recognized based on changes in transaction price	672	169
Total	$ 14,463	$ 11,697	$ 8,028

Significant agreements - Cancer Research UK (Details) - USD ($) $ in Millions		1 Months Ended
	Dec. 13, 2016	Dec. 31, 2019	Dec. 31, 2022	Dec. 31, 2021
Research and development arrangement obligation to repay other parties
Contingent future milestones payments under research and development arrangement	$ 50.9	$ 60.3
Other long term liabilities
Research and development arrangement obligation to repay other parties
Liability from research and development			$ 3.6	$ 3.3
BT1718 \| Minimum
Research and development arrangement obligation to repay other parties
Tiered royalties (percentage)	70.00%
BT1718 \| Maximum
Research and development arrangement obligation to repay other parties
Tiered royalties (percentage)	90.00%
BT7401 \| Minimum
Research and development arrangement obligation to repay other parties
Tiered royalties (percentage)		55.00%
BT7401 \| Maximum
Research and development arrangement obligation to repay other parties
Tiered royalties (percentage)		80.00%

Income taxes (Details)	12 Months Ended
Income taxes (Details)	Dec. 31, 2022 USD ($) jurisdiction	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Income taxes.
Benefit from income taxes	$ 1,524,000	$ 1,663,000	$ 724,000
Increases recorded to income tax provision	19,100,000
U.K. operating loss carryforwards	181,800,000
Uncertain tax positions	0	0
Interest and penalties accrued	$ 0	$ 0
State
Income taxes.
Number of jurisdictions \| jurisdiction	11

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income taxes - Components of net loss before tax provision from income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income taxes
United Kingdom	$ (116,275)	$ (69,546)	$ (52,521)
United States	2,034	1,064	787
Net loss before income tax provision	$ (114,241)	$ (68,482)	$ (51,734)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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Income taxes - Components of benefit for income taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Current income tax provision (benefit)
Federal	$ 2,048	$ (2)	$ (24)
State	1,404	7	(27)
Total current income tax provision (benefit)	3,452	5	(51)
Deferred income tax (benefit) provision
Federal	(4,111)	(1,236)	(435)
State	(865)	(432)	(238)
Total deferred income tax (benefit)	(4,976)	(1,668)	(673)
Total benefit from income taxes	$ (1,524)	$ (1,663)	$ (724)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Income taxes - Reconciliation of benefit for income taxes (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Income taxes
Benefit for income taxes at statutory rate	19.00%	19.00%	19.00%
(Decreases) increases resulting from:
Federal tax credits	0.30%	0.60%	0.90%
Change in valuation allowance	(16.80%)	(27.00%)	(15.40%)
Net losses surrendered for research credit	6.50%	5.90%	6.20%
Impact of statutory rate change	11.30%	12.10%	1.80%
Impact of foreign exchange rates	(9.90%)		1.30%
Other	3.90%	3.60%
Effective income tax rate	1.30%	2.40%	1.40%

Income taxes - Components of the company's current and deferred tax assets (Details) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Operating loss carryforwards	$ 45,452	$ 30,536
Research credit carryforwards		1,862
Operating lease liability	3,566	3,626
Share-based compensation	9,842	4,406
Capitalized research and development expenses	5,168
Accrued expenses and other	2,318	1,496
Total deferred tax assets	66,346	41,926
Deferred tax liabilities:
Operating lease right-of-use asset	(3,474)	(3,665)
Depreciation & amortization	(933)	(439)
Total deferred tax liabilities	(4,407)	(4,104)
Valuation allowance	(53,743)	(34,601)
Net deferred tax assets	$ 8,196	$ 3,221

Commitments and contingencies - Leases, Office and laboratory space Cambridge (Details) - USD ($)	Dec. 06, 2021	Dec. 31, 2022	Dec. 31, 2021	Oct. 31, 2017	Sep. 30, 2017
Leases
Operating lease right-of-use assets		$ 13,658,000	$ 14,666,000
Lease liabilities		14,010,000
Payments for the extended lease due in next twelve months		3,972,000
New Office and laboratory space in Cambridge, United Kingdom
Leases
Lease total contractual Term	10 years
Leases, term of contract	5 years
Renewal term	10 years
Annual rent	$ 3,000,000.0
Rent free period	6 months
Security deposit	$ 0
Operating lease right-of-use assets	11,600,000
Lease liabilities	$ 11,100,000
Discounted percentage for present value of lease payments	6.90%
Office and laboratory space in Building 900, Babraham Research Campus, Cambridge
Leases
Renewal term				5 years
Annual rent			600,000
Discounted percentage for present value of lease payments				7.70%
Estimated service charges payable			$ 200,000
Office and laboratory space in Lexington, Massachusetts
Leases
Annual rent		$ 800,000
Security deposit					$ 200,000
Discounted percentage for present value of lease payments		7.00%
Payments for the extended lease remaining through December		$ 200,000
Payments for the extended lease due in next twelve months		$ 700,000
Prepaid rent					$ 100,000

Commitments and contingencies - Components of lease expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Commitments and contingencies
Operating lease cost	$ 3,790	$ 1,224	$ 896
Variable lease cost	1,643	612	662
Total lease cost	$ 5,433	$ 1,836	$ 1,558
Weighted-average remaining operating lease term (years)	4 years 2 months 12 days	4 years 9 months 18 days
Weighted-average discount rate	7.00%	7.10%

Commitments and contingencies - Leases, Maturities of operating leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Commitments and contingencies
2023	$ 3,972
2024	3,994
2025	4,016
2026	3,236
2027	821
Present value adjustment	(2,029)
Total lease liabilities	14,010
Less: current lease liabilities	$ (3,125)	$ (2,383)
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Accrued Liabilities and Other Liabilities, Current	Accrued Liabilities and Other Liabilities, Current
Long term lease liabilities	$ 10,885	$ 12,081
Maximum days allowed for cancellation of contracts prior written notice	90 days

Commitments and contingencies - Legal proceedings (Details) € in Millions, $ in Millions	1 Months Ended	12 Months Ended
	Nov. 30, 2020 EUR (€)	Dec. 31, 2020 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 EUR (€)
Commitments and contingencies
Payments for Legal Settlements \| €	€ 3
Settlement payable on first anniversary \| €				€ 1
Milestone payments \| $			$ 92.4
Litigation settlement amount \| $		$ 4.7

Commitments and contingencies - Founder Royalty arrangements (Details)	12 Months Ended
	Dec. 31, 2022 USD ($)
Commitments and contingencies
Period of royalty payments agreed under arrangement	10 years
Royalties earned	$ 0
Royalties paid	$ 0

- Definition

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

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Net loss per share - Basic and diluted net loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Numerator:
Net loss	$ (112,717)	$ (66,819)	$ (51,010)
Denominator:
Weighted average ordinary shares outstanding, basic	29,660,659	25,061,734	19,145,938
Weighted average ordinary shares outstanding, diluted	29,660,659	25,061,734	19,145,938
Net loss per share, basic	$ (3.80)	$ (2.67)	$ (2.66)
Net loss per share, diluted	$ (3.80)	$ (2.67)	$ (2.66)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

Net loss per share - Securities excluded from the diluted per share calculation (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Antidilutive securities
Antidilutive securities (in shares)	6,086,613	4,603,486	3,736,663
Restricted ordinary shares
Antidilutive securities
Antidilutive securities (in shares)	187,725
Options to purchase ordinary shares
Antidilutive securities
Antidilutive securities (in shares)	5,898,888	4,603,486	3,736,663

Benefit plans (Details) - USD ($) $ in Millions	12 Months Ended
Benefit plans (Details) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
United States \| 401(k) Plan
Benefit plans
Contributions made	$ 0.5	$ 0.3	$ 0.2
Foreign Plan \| U.K. Plan
Benefit plans
Contributions made	$ 1.4	$ 0.7	$ 0.5

Related party transactions (Details) - USD ($)	12 Months Ended
Related party transactions (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Related party transactions
Royalties earned	$ 0
Royalties paid	0
Consultancy services with Stone Sunny Isles Inc.
Related party transactions
Amount of transaction	$ 200,000	$ 200,000	$ 200,000

- Definition

+ References

+ Details

Geographic information (Details) $ in Thousands	12 Months Ended
Geographic information (Details) $ in Thousands	Dec. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)
Geographic information
Number of geographic regions \| segment	2
Long lived assets, including operating lease right of use assets	$ 32,768	$ 17,789
United States
Geographic information
Long lived assets, including operating lease right of use assets	4,466	1,095
United Kingdom
Geographic information
Long lived assets, including operating lease right of use assets	$ 28,302	$ 16,694

Subsequent events (Details) - Subsequent events - Office and laboratory space in Cambridge Massachusetts $ in Millions	Jan. 26, 2023 USD ($)
Subsequent events
Leases, term of contract	3 years
Renewal term	2 years
Annual rent	$ 2.1
Amount of rent due in last year of lease	$ 2.3
Rent free period	2 months
Security deposit	$ 0.3